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


                                  FORM 10-K/A
                               (AMENDMENT NO. 2)


(Mark One)
   [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                    For the fiscal year ended  DECEMBER 31, 1999
                                         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:

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

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

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

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

The aggregate market value of the voting stock held by nonaffiliates as
of December 31, 1999 was $34,322,322.

The number of shares outstanding at January 31, 2000 of the registrant's
$5 par value Class A and Class B Common Stock was 4,817,394 shares and
5,253,862 shares, respectively.


<PAGE>


                       CROWN CENTRAL PETROLEUM CORPORATION
                                AND SUBSIDIARIES


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                  PAGE
<S>                                                               <C>
PART I

Item 1     Business                                                  l

Item 2     Properties                                                2

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                  9

Item 6     Selected Financial Data                                  10

Item 7     Management's Discussion and Analysis
             of Financial Condition and Results of Operations       11

Item 7a    Qualitative and Quantitative Disclosures
             About Market Risk                                      18

Item 8     Financial Statements and Supplementary Data              19

Item 9     Changes in and Disagreements with Auditors on
             Accounting and Financial Disclosure                    41

                             PART III


Item 10    Directors and Executive Officers of the
             Registrant                                             42

Item 11    Executive Compensation                                   44

Item 12    Security Ownership of Certain
             Beneficial Owners and Management                       48

Item 13    Certain Relationships and Related Transactions           50


                              PART IV


Item 14    Exhibits, Financial Statement Schedules
             and Reports on Form 8-K                                51

</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 "Impact of Year 2000" 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, 1999, 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, 1999, 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 331 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 88% 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 $38 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.

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.  Over the past several
years, the Company has rationalized and refocused its retail operations.
This has resulted in significant improvements in average unit performance
and has positioned these operations for growth from a profitable base.
For the year ended December 31, 1999, average merchandise sales per unit
increased approximately 4.5% on a same store basis when compared with
1998.


<PAGE>

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 11 of
this report.

At December 31, 1999, the Company employed 2,695 employees.  The total
number of employees decreased approximately 11% from year-end 1998.

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 $25 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 25 and 35, respectively, of this report, and in
Management's Discussion and Analysis of Financial Condition and Results
of Operations on pages 11 through 18 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 which 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, the quality,
appearance and cleanliness of stores and brand identification.
Competition from large integrated oil companies, as well as from
convenience stores which 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.

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 88% 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.


<PAGE>

The Pasadena refinery and Tyler refinery averaged production output of
93,052 barrels per day and 48,408 barrels per day, respectively, during
1999.  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 which 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 the Company can
purchase 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 Company's refining strategy includes several initiatives to enhance
productivity. For example, 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 38,000 barrels per day vacuum tower. Major
downstream units consist of a 52,000 barrels per day fluid catalytic
cracking unit, a 12,000 barrels per day delayed coking unit, two
alkylation units with a combined capacity of 10,000 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 RFG requirements above production capabilities
are met with gasoline grade exchanges and spot market purchases.

Crude unit operation at the Pasadena refinery was at lower rates in 1999
primarily due to the planned reduction in refinery production volumes as
a result of poor industry-wide refining margins during the year.  To
counter the low margins on light sweet crude, the Company purchased
substantially more heavy crude at discounts to light sweet grades.  With
the heavier crude, the refinery capacity is effectively reduced because
of constraints in downstream units which process the heavier fractions.
In 1999, the Pasadena refinery operated at 93,052 BPD yielding
approximately 57% gasoline and 29% distillates.  Of the total gasoline
production, approximately 34% 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 which, 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 56% of
the Pasadena refinery's total gasoline production capability.


<PAGE>

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 which 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 16,000 barrels per day vacuum tower. The other
major process units at the Tyler refinery include an 18,000 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 16,000 barrels per day, a 5,000 barrels per day
isomerization unit, and an alkylation unit with a capacity of 4,700
barrels per day.

The Tyler refinery's 1999 crude unit operating capacity was slightly
below last year's operations of approximately 96% due primarily to
planned reductions in refinery production as a result of poor industry-
wide refining margins.  In 1999, the Tyler refinery operated at
approximately 93% of rated crude unit capacity, with production yielding
approximately 57% gasoline and approximately 33% distillates, which
includes the production of 5,069 BPD of aviation fuels. Of the total
gasoline production, approximately 14% 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 64% 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
sales.


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, 1999, the Company had 331 retail locations.  Of these
331 units (219 owned and 112 leased), the Company directly operated 230
and the remainder were operated by independent dealers. The Company
conducts its operations in Maryland through an independent dealer network
as a result of legislation which 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 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, 1999, the Company had 82 convenience stores, 132 mini-marts
and 117 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.


<PAGE>

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 74% 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 101 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.

TRANSPORTATION

Most 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 receives
between 20,000 and 25,000 barrels per day of crude through this system.
Foreign crudes (principally from the North Sea, West Africa and South
America) account for approximately 64% 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.


<PAGE>

TERMINALS

The Company operates eight product terminals located along the Colonial
and Plantation pipeline systems and, in addition to the terminal at the
Tyler refinery, 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 18% 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 35 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 14 through 18 of this report, and in Note I of the Notes to
Consolidated Financial Statements on page 35 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.

On July 21, 1997, Texans United for a Safe Economy Education Fund, the
Sierra Club, the Natural Resources Defense Council, Inc. and several
individuals filed a Clean Air Act citizens' suit in the United States
District Court for the Southern District of Texas against the Company,
alleging violations by the Company's Pasadena refinery of certain state
and federal environmental air regulations.  TEXANS UNITED FOR A SAFE
ECONOMY EDUCATION FUND, ET AL. VS. CROWN CENTRAL PETROLEUM CORPORATION,
H-97-2427 (S.D. Tex.).  On July 31, 1998, United States District Judge
Vanessa Gilmore granted the Company's Motion for Summary Judgment as to
all of the plaintiff's claims.  She subsequently rejected the plaintiff's
motion to reconsider her decision.  Some of the plaintiffs appealed to
the United States Court of Appeals for the Fifth Circuit which heard oral
arguments on December 7, 1999.  No decision has been rendered by 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.

In October 1998, the Company was served in a lawsuit naming it as an
additional defendant in an existing lawsuit filed by approximately 5,500
Houston Ship Channel area residents against 11 other refinery and
petrochemical plant operators.  CRYE ET AL. VS. REICHHOLD CHEMICALS,
INC., ET AL., 97-24399 (334th Judicial District, Harris Co., Tex.).  The
plaintiffs claim they are adversely affected by the noise, light,
emissions and discharges from defendants' operations and seek unspecified
damages and injunctive relief for alleged nuisance, trespass, negligence,
and gross negligence.  The Court has indicated that it may grant summary
judgement against a large majority of the plaintiffs.

<PAGE>

Seven employees at the Pasadena refinery and one at the Tyler refinery
have filed a purported class action suit in the United States District
Court for the Eastern District of Texas alleging race and sex
discrimination in violation of Title VII of the Civil Rights Act of 1964,
as amended, and in violation of the Civil Rights Act of 1871, as amended.
LORRETTA BURRELL, ET AL. VS. CROWN CENTRAL PETROLEUM CORPORATION, C.A.
No. 97-CVO-357 (E.D. Tex.).  The plaintiffs have now dropped their
efforts to certify company-wide classes and have limited their proposed
class to certain women and African-Americans who have been employed at
the Company's two Texas refineries.  The Company is vigorously opposing
certification of even this limited class and has filed Motions for
Partial Summary Judgment against all of the individual claims of all
eight named plaintiffs.

On December 15, 1998, five shareholders filed a derivative lawsuit in
District Court for Harris County, Texas against each of the Company's
then-current directors and three of its non-director officers, one of
whom was subsequently dismissed.  KNOX, ET AL. V. ROSENBERG, ET AL., C.A.
No. 1998-58870.  Three of the plaintiff shareholders are locked-out union
employees and the remaining two are retired union employees. The
defendants removed the case to the United States District Court for the
Southern District of Texas, H-99-0123.  The suit alleges that the
defendants breached their fiduciary duties, committed "constructive
fraud", "abuse of control", and were unjustly enriched.  On September
27, 1999 the Court dismissed the action for Plaintiffs' failure to make
presuit demand on the Company's Board of Directors or to allege with
particularity facts sufficient to demonstrate why demand would have been
futile.  Plaintiffs were granted leave to amend and on November 29, 1999
they filed a Second Amended Complaint.  Defendants filed a Motion to
Dismiss the Second Amended Complaint based on Plaintiffs continuing
failure to allege with particularity facts sufficient to excuse presuit
demand.  The Second Amended Complaint subsequently was withdrawn and
refiled as a purported "Restated" Second Amended Complaint.  Defendants
have filed a Motion to Dismiss the Second Amended Complaint and the
"Restated" Second Amended Complaint for Plaintiffs' continuing failure
to comply with the Federal Rules of Civil Procedure.  Pursuant to
undertakings received from the individual defendants, the Company is
advancing the defense costs and expects to indemnify the defendants to
the extent permitted by law and the Company's charter and by-laws.

On March 9, 2000, a purported class action lawsuit was filed in the
Circuit Court for Baltimore City, Maryland by an individual who purports
to represent certain shareholders of the Company against the Company,
each of its Directors, and Rosemore, Inc.  MAIDEN V. CROWN CENTRAL
PETROLEUM CORPORATION, ET AL. #24-C-00-001238 (Circuit Court for
Baltimore City, Maryland).  The Complaint alleges that the defendants
breached their fiduciary duty to the Company's shareholders in connection
with a merger proposal made by Rosemore, Inc.  The case seeks declaratory
and injunctive relief or, alternatively, compensatory and/or
"rescissory" damages.  The Company expects to defend and indemnify the
defendants to the extent permitted by law and the Company's charter and
by-laws.  There have been no proceedings in the case thus far.

A review of the ALLMAN, BURRELL, CRYE, KNOX and MAIDEN cases suggests
that the Company, and in the KNOX and MAIDEN cases the individual
defendants, have meritorious defenses.  The Company intends to vigorously
defend these cases and, in the opinion of management, the eventual
outcome of any of these cases is not expected to have a material adverse
effect on the Company.

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, NC, claiming that the defendants are liable
for damages caused by MTBE contamination of groundwater.  Atlas Alan
Maynard, III, et al. vs. 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
but has ordered the parties to participate in nonbinding mediation.

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 costs in excess of $125 million in completing the
remediation at the Sikes Site, and they seek to recover these costs plus
interest.  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 (NOE)
from the TNRCC regarding alleged state and federal air quality
violations, some of which include sulfur exceedances, arising out of a
June and July 1999 state

<PAGE>

inspection.  The Company believes it has valid legal defenses to the
majority of the alleged violations and in any case, the ultimate outcome
of the enforcement action, in the opinion of management, is not expected
to have a material adverse effect on the Company.

During the first quarter of 2000, the Company received notice from the
United States Department of Justice that the government is 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 does not believe that the government will prevail if it files
such a complaint as the Company already has paid a $1.05 million fine for
most of the sulfur violations.  Additionally, the Company believes it has
valid defenses to the other alleged violations, that the alleged
violations are DE MINIMIS in nature, or that the ultimate outcome of the
enforcement action, in the opinion of management, is not expected to have
a material adverse effect on the Company.

In May 1999, the Company received a notice that the United States
Department of Justice planned to bring a civil action against the Company
for a Clean Water Act violation arising out of a June 1998 oil spill at a
Wyoming exploration and production property.  The Company has shut-in all
of the wells on the Wyoming leases and no longer operates those
properties.  The Department of Justice demanded payment of a penalty in
the amount of $262,000.  The Company has been negotiating with the EPA
and the Department of Justice.  Environmental remediation of the leases
is being completed and the Department of Justice has not yet filed suit.

On October 14, 1999, the Company received a notice of violation from the
United States Environmental Protection Agency for alleged noncompliance
in 1998 with Clean Air Act reformulated gasoline specifications at the
Company's Newington and Richmond, Virginia terminals.  EPA proposed a
penalty of $282,600.  The Company believes the allegations have little or
no merit and is vigorously defending this enforcement action.

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.

The Company's collective bargaining agreement with the Paper, Allied-
Industrial, Chemical and Energy Workers Union ("PACE"), formerly the Oil
Chemical & Atomic Workers Union covering employees at the Pasadena
refinery expired on February 1, 1996.  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
February 5, 1996 the Company implemented a lock out of employees in the
collective bargaining unit at the Pasadena facility.  PACE subsequently
filed a number of unfair labor practice charges with the National Labor
Relations Board ("NLRB") and all of these charges have been dismissed by
the NLRB.  As previously disclosed, since the lock-out, PACE, the union
to which the collective bargaining unit belongs has waged an orchestrated
corporate campaign including sponsoring a boycott of the Company's retail
facilities and supporting various lawsuits against the Company.  The
Company has been operating the Pasadena refinery since the lock-out and
intends to continue to do so during the negotiation period with the
collective bargaining unit.  Although the impact of the corporate
campaign on the Company is difficult to measure, management does not
believe that the corporate campaign has had a material adverse impact on
the Company's operations.  However, it is possible that the corporate
campaign could have a material adverse impact on the Company's future
results of operations.  The lock out and negotiations on a new contract
continue.



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

No matters were submitted to a vote of security holders during the last
three months of the fiscal year covered by this report.




                   [This space intentionally left blank]





<PAGE>

                              PART II


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

The Company's common stock is listed on the American Stock Exchange under
the ticker symbols CNP A and CNP B.


COMMON STOCK MARKET PRICES AND CASH DIVIDENDS
<TABLE>
<CAPTION>
                                  1999               1998
                                Sales Price       Sales Price
                               High      Low      High      Low
                              ------   -------   ------   -------
<S>                          <C>      <C>       <C>      <C>
CLASS A COMMON STOCK
  First Quarter               $ 9      $ 7 1/16  $ 22    $ 18 1/4
  Second Quarter               12 1/8    7 1/4     19      12 1/2
  Third Quarter                12        6         13 1/16  9
  Fourth Quarter                8 5/8    4 3/4     10 1/4   7 1/16

        Yearly                 12 1/8    4 3/4     22       7 1/16


CLASS B COMMON STOCK
  First Quarter               $ 9      $ 6 7/8   $ 20 3/4 $ 18
  Second Quarter               11 1/4    7 1/8     18 3/4   11 3/4
  Third Quarter                11        6         13 1/16   9
  Fourth Quarter                7 1/4    4 9/16    10 7/16   6 3/4

        Yearly                 11 1/4    4 9/16    20 3/4    6 3/4

</TABLE>

The payment of cash dividends is dependent upon future earnings, capital
requirements, overall financial condition and restrictions as described
in Note C of the Notes to Consolidated Financial Statements on page 26 of
this report.  There were no cash dividends declared on common stock in
1999 or 1998.

The number of shareholders of the Company's common stock based on the
number of record holders on December 31, 1999 was:

     Class A Common Stock           502
     Class B Common Stock           563


TRANSFER AGENT & REGISTRAR
Boston EquiServe
Boston, Massachusetts


<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA

The selected consolidated financial data for the Company set forth below
for the five years ended December 31, 1999 should be read in conjunction
with the Consolidated Financial Statements.



<TABLE>
<CAPTION>


                         1999         1998        1997      1996       1995
                       ----------  ---------- ---------- ---------- ----------
                           (Thousands of dollars except per share amounts)
<S>                    <C>         <C>        <C>        <C>        <C>
Sales and operating
  revenues             $1,270,181  $1,264,317 $1,609,083 $1,641,875 $1,456,990
(Loss) income
  before extraordinary
  item                    (30,026)    (29,380)    19,235     (2,767)   (67,367)
Extraordinary item                                                      (3,257)
Net (loss) income         (30,026)    (29,380)    19,235     (2,767)   (70,624)
Total assets              523,108     518,010    597,394    566,955    579,257
Long-term debt            129,180     129,899    127,506    127,196    128,506


PER SHARE DATA - BASIC:
(Loss) income
  before extraordinary
  item                      (3.04)      (2.99)      1.97       (.28)     (6.95)
Net (loss) income           (3.04)      (2.99)      1.97       (.28)     (7.28)

PER SHARE DATA -
  ASSUMING DILUTION:
(Loss) income before
  extraordinary item        (3.04)      (2.99)      1.94       (.28)     (6.95)
Net (loss) income           (3.04)      (2.99)      1.94       (.28)     (7.28)

</TABLE>


To conform to the 1999 and 1998 presentation, Sales and operating
revenues for the years ended December 31, 1997, 1996, and 1995,
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, 1996, and 1995, 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 of 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.

The extraordinary loss recorded in the first quarter of 1995
resulted from the early retirement of the remaining principal
balance of the Company's 10.42% Senior Notes with the proceeds from
the sale of $125 million of Unsecured Senior Notes due February 1,
2005.

The net loss in 1995 was increased by a pre-tax write-down of
certain refinery assets of $80.5 million in the fourth quarter
relating to the adoption of Statement of Financial Accounting
Standards No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of".

There were no cash dividends declared in 1999, 1998, 1997, 1996 or
1995.


<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 0.5% for the year
ended December 31, 1999 compared to a decrease of 21.4% for the year
ended December 31, 1998.  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%.
These increases were partially offset by a 17.8% decrease in volumes of
refined petroleum products sold.  The 1999 decreases in sales volumes are
primarily due to the Company's crude oil based processing agreement
executed in the fourth quarter of 1998 with Statoil Marketing and Trading
(US) Inc. (Statoil), discussed below (Processing Agreement).  The Company
processes an average of 35,000 barrels per day (bpd) of crude oil
supplied and owned by Statoil and returns to Statoil an average of 35,000
bpd of refined petroleum products, which effectively decreased the
Company's refined products available for sale.  Excluding the effects of
the Processing Agreement, sales volumes for the year ended December 31,
1999 increased 0.3% compared to the year ended December 31, 1998.
Merchandise sales increased primarily due to the increases in the selling
price of tobacco-related products, beer and wine.  The decrease in sales
and operating revenues in 1998 was primarily due to a 25.2% decrease in
the average unit selling price of petroleum products offset by a 2.5%
increase in petroleum product sales volumes and an $8.7 million or 8.4%
increase in merchandise sales.

Gasoline sales accounted for 57.7% of total 1999 revenues, while
distillates and merchandise sales represented 26.5% and 9.8%,
respectively.  This compares to a dollar mix from sales of 56.2%
gasoline, 27.0% distillates and 8.9% merchandise in 1998; and 55.4%
gasoline, 28.9% distillates and 6.4% merchandise in 1997.

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
MILLIONS OF DOLLARS             1999       1998     1997
                               ------     ------   ------
     <S>                       <C>        <C>      <C>
     Gasoline                  $732.6     $711.1   $892.2
     No. 2 Fuel & Diesel        295.4      315.9    419.4

</TABLE>

Consolidated costs and operating expenses increased 0.8% in 1999 compared
to a decrease of 19.5% in 1998.  The 1999 increase was due primarily to
the increased cost of petroleum products offset by the 17.8% decrease in
refining sales volumes, as previously discussed.  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
approximately $53.1 million in 1999 while decreasing costs and operating
expenses by $24.8 million in 1998.  There was an increase in the 1999
average consumed cost per barrel of crude oil and feedstocks of 25.9%
compared to a decrease of 29.9% in 1998.  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 1998
decrease was primarily attributable to the decrease in the price of crude
oil partially offset by a slight increase in sales volumes and the
recording of the $7.1 million lower of cost or market reserve, previously
discussed.  The average consumed cost per barrel includes only those
costs directly associated with the purchase and processing of crude oil
and feedstocks.  Accordingly, refinery operating expenses are not
included in the average consumed cost per barrel of crude oil and
feedstocks.

Consolidated costs and operating expenses in 1999, 1998, and 1997 include
$10.0 million, $2.6 million, and $.8 million, respectively, of litigation
costs.  Additionally, 1999 and 1998 expenses include reductions of $2.1
million and $2.9 million, respectively, related to favorable resolution
of certain litigation and insurance claims.  Also included in the 1997
expenses is $1.7 million relating to the closure or sale of several
marketing terminal locations and certain other corporate strategic
initiatives.

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 $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 the year to $25.69 per barrel by the end of
the year.  These crude oil price increases significantly impacted the
LIFO inventory provision in 1999 as previously discussed.


<PAGE>

On October 15, 1998, the Company executed a Processing Agreement with
Statoil whereby the Company processes 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 receives a specified fee per
barrel processed and returns to Statoil a specified mix of finished
petroleum products.  This Processing Agreement is scheduled to expire on
October 14, 2000.

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 impact of the Company's use of the LIFO
method was to decrease the Company's gross margin over what it would have
been had the first-in, first-out (FIFO) method of inventory valuation
been utilized in 1999 by $1.03 per barrel ($53.1 million) while
increasing the Company's gross margin by $.44 per barrel ($24.8 million)
and $.51 per barrel ($27.3 million), respectively, in 1998 and 1997.  The
LIFO impact for 1999 and 1998 is net of the $14.3 million and $0.5
million 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.  There was no LIFO layer
liquidation in 1997.

Selling expenses increased 0.4% in 1999 and 11.9% in 1998.  The 1999
increase is principally due to increases in labor and maintenance costs
at the Company's retail sites.  Additionally, prior year selling expenses
were reduced by environmental refunds received.  No such refunds were
received in 1999.  The 1998 increase was primarily due to increases in
store level operating expenses and marketing support costs attributable
to the 2.1% increase in the number of retail operating units and
increases in labor rates, advertising and maintenance costs.  These
increases were partially offset by the environmental refunds previously
mentioned.

Administrative expenses decreased 6.1% in 1999 compared to 1998 and
increased 9.0% in 1998 compared to 1997. The decrease in 1999 is due
primarily to a decrease in labor costs as a result of the completion of
the company-wide business process reengineering project which included a
company-wide computer system upgrade which added year 2000 capability to
the Company's computer systems.  The 1998 increase was primarily due to
increases in expenses associated with the company-wide business process
reengineering project previously mentioned.

Depreciation and amortization increased 8.8% in 1999 compared to 1998 and
7.6% in 1998 compared to 1997.  The 1999 increases were primarily
attributable to the increases in the depreciable base of the Company's
computer systems as a result of the company-wide information systems
upgrade completed in 1999.  The 1998 increases were primarily
attributable to the amortization of refinery deferred turnaround expenses
related to the turnarounds performed in the second and fourth quarters of
1997 and in the first quarter of 1998.  Additionally, there were
increases in amortization related to the systems development and
associated company-wide information system upgrades in 1998.

Sales, abandonments and write-downs of property, plant and equipment
increased $6.8 million in 1999. This increase is due primarily to the
sale of certain non-strategic operating retail locations near Atlanta,
Georgia.  Sales, abandonments and write-downs of property, plant and
equipment for 1998 were comparable to 1997.

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 dramatically from a cash flow deficit of
$24.6 million in 1998 to a positive cash flow of $52.8 million in 1999.
The increase principally reflects improved industry margins and the
Company's demonstrated performance of realizing available industry
margins.  The Company used this increase in EBITDAAL primarily to fund
increased working capital requirements attributable to the rise in crude
oil and refined product prices during 1999.  EBITDAAL decreased in 1998
from a positive $47.5 million in 1997 primarily due to poor industry-wide
margins that prevailed during the year.

REFINING RESULTS OF OPERATIONS

Refining sales and operating revenues decreased from $831.1 million in
1998 to $806.3 million in 1999.  The decrease in 1999 is 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 1999 would have been approximately
$225.0 million higher than those currently reported.

Refining gross margin before LIFO increased $77.6 million (88.6%) from
$87.6 million in 1998 to $165.2 million in 1999.  The 1998 refining gross
margin before LIFO decreased $68.8 million (44.0%) from $156.4 million in
1997.  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 $53.1 million in 1999 and increased the Company's gross margin
by $24.8 million in 1998 and $27.3 million in 1997 when prices were
falling.  Additionally, the refining margins in 1999 and 1998 were
positively impacted by the liquidation of LIFO layers previously
discussed.

<PAGE>

Total refinery yields of distillates decreased slightly to approximately
42,800 barrels per day (bpd) (30.2%) in 1999 from 48,700 bpd (31.4%) in
1998 from 52,800 bpd (33.2%) in 1997 while total production of finished
gasoline decreased to approximately 81,200 bpd (57.4%) from 87,500 bpd
(56.5%) in 1998 from 89,000 bpd (56.5%) in 1997.  Total refinery
production was approximately 141,500 bpd in 1999, 155,000 bpd in 1998,
and 159,000 bpd in 1997.  These decreases in refinery production volumes
and yields are due primarily to the planned reduction in refinery
production volumes as a result of poor industry-wide refining margins
during the periods.  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 and an electrical storm in June damaged the FCC unit,
resulting in a two week shut down.

Refining operating expenses decreased $1.8 million or 1.4% in 1999 and
$2.2 million or 1.6% in 1998.  Refining operating expenses were favorably
impacted by cost reduction initiatives at the refineries resulting in a
reduction in 1999 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.
The decrease in 1998 was primarily the result of a decrease in terminal
and wholesale operating expenses.

EBITDAAL from refining operations decreased from a positive cash flow of
$43.8 million in 1997 to a cash flow deficit of $24.2 million in 1998 and
increased in 1999 to a positive cash flow of $54.8 million.  The trend in
the Company's refining EBITDAAL mirrors the trend in the average
industry-wide refining margins available during the three-year period.
The average annual 30-day delayed industry-wide refining margin decreased
approximately 30% from 1997 to 1998 and increased approximately 60% from
1998 to 1999.

RETAIL RESULTS OF OPERATIONS

Retail sales and operating revenues increased from $434.3 million in 1998
to $465.3 million in 1999.  Retail sales and operating revenues decreased
in 1998 from $511.5 million in 1997.  The 1999 increase is due primarily
to increases in the retail prices of refined petroleum products, tobacco-
related products and beer and wine while offset by a decrease in retail
gasoline sales volumes due to increased competition and aggressive
pricing strategies.  The decrease in 1998 is due primarily to decreases
in the retail prices of refined petroleum products and sales volumes
offset by an increase in merchandise sales.  Merchandise sales on a same
store basis increased 6.8% in 1999 and 6.6% in 1998.  The merchandise
sales increases are primarily due to the increases in the selling prices
of tobacco-related products, beer and wine.

The Company's retail gasoline gross margin decreased from $.106 per
gallon in 1998 to $.092 per gallon in 1999.  The retail gasoline margin
increased in 1998 by 9.2% from $.097 per gallon in 1997. 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 1998 increase in retail gasoline margins per gallon is
primarily the result of declining wholesale prices throughout 1998 with
prices at the pump declining at a slower rate.  Petroleum product sales
volumes in 1998 were comparable to 1997.  The Company has not been able
to attribute any specific decline in retail gasoline volumes to the
orchestrated corporate campaign sponsored by the union.  See the last
paragraph of the Liquidity and Capital Resources section for further
discussion.  The Company's merchandise gross margin percentage increased
slightly from 30.8% in 1998 to 31.7% in 1999.  The merchandise gross
margin percentage in 1998 decreased from 31.1% in 1997.  Merchandise
gross profit on a same store basis increased by 12.9% in 1999 and 4.4% in
1998. The increases in merchandise gross margin are a result of selective
merchandise margin increases as previously discussed.

Retail operating expenses increased 4.3% in 1999 and 11.8% in 1998.  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 environmental refunds that were not available to the Company in 1999.
The 1998 increase was primarily due to increases in store level operating
expenses and marketing support costs attributable to the 2.1% increase in
the number of retail operating units and increases in labor rates,
advertising and maintenance costs.  At December 31, 1999, the Company
operated 249 retail gasoline facilities and 82 convenience stores
compared to 267 retail gasoline facilities and 76 convenience stores at
December 31, 1998 and 266 retail gasoline facilities and 70 convenience
stores at December 31, 1997.

EBITDAAL from retail operations decreased from a $24.0 million in 1998 to
a $16.8 million in 1999.  EBITDAAL in 1998 decreased from $25.1 million
in 1997.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents declined $2.0 million during
1999, as $17.8 million in cash flows used in investment activities and
$11.4 million in net debt repayments offset $27.2 million in net cash
provided by operating activities.  The operating cash flow amount
included the January 1999 receipt of the $12 million in restricted cash
recorded as of December 31, 1998.  This cash served as collateral for an
outstanding letter of credit during the implementation period for the
Company's new credit facility.

The Company generated net cash inflows from operating activities during
1999 of $27.2 million, primarily as a result of a $40.9 million cash
generation from changes in assets and liabilities, including the receipt
of restricted cash noted earlier.  Rising raw material costs and product
prices resulted in higher accounts receivable and pre-LIFO adjusted
inventory balances, offset by a substantial increase in crude oil and
refined products payables.  The December 31, 1999 LIFO reserve reduced
the Company's inventory balance by $55.8 million.

Net cash outflows from investment activities during 1999 consisted
principally of capital expenditures of $25.9 million (with $11.4 million
related to refining operations, $10.1 million for retail operations and
$4.3 million related to corporate and other strategic projects) and $5.8
million for refinery deferred 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 the reduction of
other long-term assets.

The cash used in financing activities during 1999 consisted of $11.4
million in net repayments of borrowings under the Secured Credit Facility
and the repayment of long-term debt.

The ratio of current assets to current liabilities was .93 to 1 and 1.12
to 1, respectively, at December 31, 1999 and 1998.  If FIFO values had
been used for all inventories, the ratio of current assets to current
liabilities would have been 1.20 to 1 and 1.14 to 1 at December 31, 1999
and 1998, 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 $7.1 million as of December 31,
1999 and 1998 to cover the estimated costs of compliance with
environmental regulations which are not anticipated to be of a capital
nature.  The $7.1 million liability includes accruals for issues
extending beyond the year 2000.

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 which 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 35 of this report.

During 2000, the Company estimates environmental expenditures at the
Pasadena and Tyler refineries, of at least $2.5 million and $0.5 million,
respectively.  Of these amounts, it is anticipated that $0.8 million for
Pasadena and $0.1 million for Tyler will be of a capital nature, while
$1.7 million and $0.4 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 2000 totaling approximately $3.1
million.

During 1998, the Company entered into an $80 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 beginning December 10, 1998 and is secured by certain current assets
of the Company, is to be used for general corporate and working capital
requirements.  It includes limitations on additional indebtedness and
cash dividends and requires compliance with financial covenants dealing
with minimum levels of working capital and net worth.

<PAGE>

During March 1999, the Company amended the Secured Credit Facility to
provide up to $125 million of availability for cash borrowings and
letters of credit.  Up to $75 million of the Secured Credit Facility is
subject to the availability of eligible collateral.  As of December 31,
1999, such collateral, after reserves and the application of advance
rates, was approximately $86.1 million.  The remaining $50 million of
availability, which is provided by a related party to the Company, is not
subject to the limitation of eligible collateral.

As of December 31, 1999, there were $31.7 million of available
commitments used for letters of credit and no cash borrowings outstanding
pursuant to the Secured Credit Facility.  The unused commitments under
the terms of the Secured Credit Facility were $93.3 million of which $50
million was available for cash borrowings at year end.  The Company pays
a fee for unused commitments under the Secured Credit Facility.

At the Company's option, the 10 7/8% Senior Notes (Notes) may be redeemed
at 105.42% of the principal amount beginning February 1, 2000 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 affecting the payment of dividends,
repurchase of capital stock and incurrence of additional debt.  As of
December 31, 1999, the Indenture substantially restricted the Company's
ability to borrow outside of the Secured Credit Facility.  The Notes have
no sinking fund requirements.

The Purchase Money Liens outstanding as of December 31, 1999, represent
loans to finance land,  buildings and equipment for several service
station and convenience store locations.  These borrowings are repayable
over 60 to 72 months at a fixed interest rate.  The Purchase Money Liens
are secured by assets having a cost basis of $7.1 million and $14.4
million at December 31, 1999 and 1998, respectively.  The scheduled
repayment of one of the Purchase Money Lien obligations in January 1999
resulted in the release of assets with a cost basis of approximately $6.5
million from security.  The remaining principal balance is payable
monthly through May 2004.

During the first quarter of 2000, the Company negotiated agreements with
Rosemore whereby Rosemore will provide up to $66 million in performance
guarantees relative to the Company's purchase of crude oil, feedstock and
other petroleum products and up to $10 million in cash borrowing
availability.  Rosemore will be compensated at competitive rates for its
performance guarantees and cash borrowing availability.

The Company's management is involved in a continual process of evaluating
growth opportunities in its core business as well as its capital resource
alternatives.  Total capital expenditures and deferred turnaround costs
in 2000 are projected to approximate $34 million.  The capital
expenditures relate primarily to planned enhancements 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 the Secured Credit Facility, or
a successor agreement, will be sufficient over the next year 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 10, 2001
but may be extended for additional one-year periods upon agreement
between the Company and the agent of the facility.  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 35 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, the Company's collective bargaining agreement at
its Pasadena refinery expired on February 1, 1996.  Following a number of
incidents apparently intended to disrupt normal operations and also as a
result of its unsatisfactory status of the negotiations, on February 5,
1996, the Company invoked a lock out of employees in the collective
bargaining unit at the Pasadena facility. As previously disclosed, since
that time, PACE, the union to which the collective bargaining unit
belongs has waged an orchestrated corporate campaign including sponsoring
a boycott of the Company's retail facilities and supporting various
lawsuits against the Company.  (Also, see ITEM 3. LEGAL PROCEEDINGS).
The Company has been operating the Pasadena refinery since the lock-out
and intends to continue to do so during the negotiation period with the
collective bargaining unit.  Although the impact of the corporate
campaign on the Company is difficult to measure, management does not
believe that the corporate campaign has had a material adverse impact on
the Company's operations.  However, it is possible that the corporate
campaign could have a material adverse impact on the Company's future
results of operations.  The lock out and negotiations on a new contract
continue.

EFFECTS OF INFLATION AND CHANGING PRICES

The Company's Consolidated 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 and 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.


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 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.

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 are
used to minimize the exposure of the Company's refining margins to crude
oil and refined product fluctuations.  The Company also 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

<PAGE>

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.

The following table estimates the sensitivity of the Company's income
before taxes to price changes which impact its refining and retail
margins based on a representative production rate for the Refineries (net
of the Statoil contract which provides a fixed margin) and a
representative amount of total gasoline sold at the Company's retail
units:

<TABLE>
<CAPTION>

     EARNINGS SENSITIVITY    CHANGE    ANNUAL IMPACT
     --------------------    ------    -------------
     <S>                    <C>        <C>

     Refining margin        $0.10/bbl   $3.9 million
     Retail margin          $0.01/gal   $5.0 million
</TABLE>


Based on December 31, 1999 crude oil and refined products market prices
(market prices), the Company's outstanding derivative commodity
instruments held at December 31, 1999 are anticipated to result in a
decrease in future earnings of approximately $4.2 million.  If market
prices were to increase by 10%, the anticipated decrease in future
earnings would approximate $1.6 million.  Similarly, if market prices
were to decrease by 10%, the anticipated decrease in futures earnings
would approximate $6.7 million.

Cash borrowings under the Secured Credit Facility bear interest based on
the prime rate or LIBOR based rates.  As such, changes in these floating
interest rates could significantly impact the level of earnings in future
periods.

The Company conducts environmental assessments and remediation efforts at
multiple locations, including operating facilities and previously owned
or operated facilities.  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 the amount can be reasonably estimated.
Accruals for losses from environmental remediation obligations generally
are recognized no later than completion of the remedial 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.  Expenditures for equipment necessary for environmental
issues relating to ongoing operations are capitalized.

The Company's crude oil, refined products and convenience store
merchandise and gasoline inventories are valued at the lower of cost
(based on the last-in, first-out or LIFO method of accounting) or market,
with the exception of crude oil inventory held for resale which is valued
at the lower of cost (based on the first-in first-out or FIFO method of
accounting) or market.  Under the LIFO method, the effects of price
increases and decreases in crude oil and other feedstocks are charged
directly to the cost of refined products sold in the period that such
price changes occur.  In periods of rising prices, the LIFO method may
cause reported operating income to be lower than would otherwise result
from the use of the FIFO method.  Conversely, in periods of falling
prices the LIFO method may cause reported operating income to be higher
than would otherwise result from the use of the FIFO method.

During 1999, the Company engaged Credit Suisse First Boston (CSFB) to act
as financial advisor.  CSFB is providing the Company with financial
advice and assistance in evaluating strategic alternatives to maximize
the Company's assets in both the refining and retail businesses.  The
primary objective is to assure that Crown pursues those opportunities
which best enhance shareholder value.  CSFB is actively engaged in the
project and meets regularly with the Company's Board of Directors.  On
March 6, 2000, the Company received a letter from Rosemore, Inc.
(Rosemore), a Maryland corporation that owns approximately 49% of the
Company's outstanding Class A common stock and 11% of the Class B common
stock, proposing that Rosemore would acquire all of the outstanding
common stock not owned by Rosemore for $8.35 per share, payable in cash.
Rosemore is controlled by the family of Henry A. Rosenberg, Jr., the
Company's Chairman, President and Chief Executive Officer. The Board of
the Company established a committee of the its independent directors (the
Independent Committee) to review all strategic alternatives.  During the
Independent Committee's consideration of Rosemore's offer, the Company
received an offer from Apex Oil Company, Inc., (Apex Oil) on March 9,
2000 to acquire all of the outstanding common stock of the Company not
owned by Apex Oil for $9.20 per share, payable in cash, subject to the
satisfactory completion of certain terms and conditions.  Apex Oil owns
approximately 15% of the Company's outstanding Class A common stock and
approximately 4% of Class B common stock.  The Independent Committee,
with the assistance of CSFB and outside counsel, is considering all
offers received in the course of its review of strategic alternatives to
enhance shareholder value.  Both offers are currently scheduled to expire
on April 17, 2000 unless either an offer is otherwise accepted or
rejected prior to that date.


<PAGE>

IMPACT OF YEAR 2000

In prior years, the Company discussed the nature and progress of its
plans to become Year 2000 ready.  In late 1999, the Company completed its
remediation and testing of systems.  As a result of those planning and
implementation efforts, the Company experienced no significant
disruptions in mission critical information technology and non-
information technology systems and believes those systems successfully
responded to the Year 2000 date change.  The Company expended $1.3
million to upgrade or replace its systems for year 2000 compliance.  This
amount does not include costs to replace or upgrade systems that were
previously planned and not accelerated due to the year 2000 issue.  The
Company is not aware of any material problems resulting from Year 2000
issues, either with its products, its internal systems, or the products
and services of third parties.  The Company will continue to monitor its
mission critical computer applications and those of its suppliers and
vendors throughout the year 2000 to ensure that any latent Year 2000
matters that may arise are addressed promptly.

ITEM 7A.   QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's market risk disclosures relating to outstanding derivative
commodity instruments are discussed in Item 7 Management's Discussion and
Analysis of Financial Condition and Results of Operations on pages 11
through 18 of this report.


[This space intentionally left blank]



<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


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

<TABLE>
<CAPTION>
                                             December 31
                                        1999             1998
                                      --------        ---------
<S>                                   <C>             <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents           $ 12,447        $ 14,470
  Restricted cash                            -          12,000
  Accounts receivable, less allowance
    for doubtful accounts
    (1999--$552, 1998--$739)           104,332          60,227
  Recoverable income taxes                   -             616
  Inventories, net of LIFO reserves
    (1999 -- $55,813, 1998 -- $2,699)   69,195          80,104
  Other current assets                   1,428           1,411
                                      --------        --------
    TOTAL CURRENT ASSETS               187,402         168,828



INVESTMENTS AND DEFERRED CHARGES        21,666          28,634



PROPERTY, PLANT AND EQUIPMENT
  Land                                  46,650          48,651
  Petroleum refineries                 389,331         379,292
  Marketing facilities                 214,418         213,634
  Furniture and other equipment         40,024          42,687
                                      --------        --------
                                       690,423         684,263

    Less allowance for depreciation    376,383         363,716
                                      --------        --------
         NET PROPERTY, PLANT AND
            EQUIPMENT                  314,040         320,548
                                      --------        --------

                                      $523,108        $518,010
                                      ========        ========
</TABLE>
[FN]

See notes to consolidated financial statements
</FN>


<PAGE>

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

<TABLE>
<CAPTION>
                                                     December 31
                                                 1999           1998
                                               --------       ---------
<S>                                            <C>             <C>

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

CURRENT LIABILITIES
   Accounts payable:
      Crude oil and refined products            $118,489      $ 48,466
      Other                                       22,307        36,750
   Accrued liabilities                            60,685        53,730
   Income tax payable                                413             -
   Borrowings Under Secured Credit Facility            -        10,000
   Current portion of long-term debt                 631         1,307
   TOTAL CURRENT LIABILITIES                     202,525       150,253

LONG-TERM DEBT                                   129,180       129,899

DEFERRED INCOME TAXES                              7,384        23,948

OTHER DEFERRED LIABILITIES                        34,718        35,137


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 1999and in 1998                   24,087        24,087

   Class B Common Stock--par value $5 per share:
   Authorized-15,000,000 shares;
   issued and outstanding shares--
   5,253,862 in 1999 and 5,236,217 in 1998        26,269        26,181
   Additional paid-in capital                     91,154        91,466
   Unearned restricted stock                      (1,049)       (1,500)
   Retained Earnings                               8,840        38,539
                                                --------      --------
   TOTAL COMMON STOCKHOLDERS' EQUITY             149,301       178,773


                                                --------      --------
                                                $523,108      $518,010
                                                ========      ========


</TABLE>


[FN]

See notes to consolidated financial statements
</FN>


<PAGE>





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


<TABLE>
<CAPTION>

                                              Year Ended December 31
                                        1999            1998           1997
                                     ----------      ----------     ----------
<S>                                  <C>             <C>            <C>
REVENUES
   Sales and operating revenues      $1,270,181      $1,264,317     $1,609,083

OPERATING COSTS AND EXPENSES
   Costs and operating expenses       1,164,299       1,155,194      1,435,707
   Selling expenses                      87,431          87,121         77,864
   Administrative expenses               21,058          22,427         20,578
   Depreciation and amortization         36,995          34,017         31,623
   Sales, abandonments and write-down
    of property, plant and equipment     (7,181)           (408)           402
                                     ----------      ----------     ----------
                                      1,302,602       1,298,351      1,566,174
                                     ----------      ----------     ----------
OPERATING (LOSS) INCOME                 (32,421)        (34,034)        42,909
   Interest and other income              2,735           3,029          2,617
   Interest expense                     (15,015)        (14,740)       (14,168)
                                     ----------      ----------     ----------

(LOSS) INCOME BEFORE INCOME TAXES       (44,701)        (45,745)        31,358

INCOME TAX (BENEFIT) EXPENSE            (14,675)        (16,365)        12,123
                                     ----------      ----------     ----------

NET (LOSS) INCOME                    $  (30,026)     $  (29,380)    $   19,235
                                     ==========      ==========     ==========

EARNINGS PER COMMON SHARE:
   Net (Loss) Income                 $    (3.04)     $    (2.99)    $     1.97
                                     ==========      ==========     ==========


EARNINGS PER COMMON SHARE -
   ASSUMING DILUTION:
      Net (Loss) Income              $    (3.04)     $    (2.99)    $     1.94
                                     ==========      ==========     ==========

</TABLE>

[FN]

See notes to consolidated financial statements
</FN>


<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, 1996          9,983,180   $ 24,087   $ 25,829   $
91,817
Comprehensive income:
Net income for 1997
Adjustment to minimum
     Pension liability, net of
     Deferred income tax
     benefit of $69

Comprehensive income

Stock registered to
     Participants of stock
     Incentive plans                     92,700                   464
736
Cancellation of non-vested stock
     Registered to participants of
     stock incentive plans              (81,700)                 (409)
(571)
Stock option exercises                   63,988                   320
557
Market value adjustments to
     Unearned Restricted Stock
2,120
Other
(4)
                                    -----------    -------    -------     ------
-
BALANCE AT DECEMBER 31, 1997         10,058,168     24,087     26,204
94,655
Comprehensive income:
Net (loss) 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
                                    ===========    =======    =======
=======
</TABLE>



[FN]

See notes to consolidated financial statements
</FN>



<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, 1996          $  (2,951)  $ 48,582   $       11    $
187,375
Comprehensive income:
Net income for 1997                                 19,235
19,235
Adjustment to minimum
     Pension liability, net of
     Deferred income tax
     benefit of $69                                                (128)
(128)
                                                                            ----
----
Comprehensive income
(19,107)
                                                                            ----
----
Stock registered to
     Participants of stock
     Incentive plans                     (1,200)
Cancellation of non-vested stock
     Registered to participants of
     stock incentive plans                  980
Stock option exercises
877
Market value adjustments to
     Unearned Restricted Stock           (2,120)
Other
(4)
                                      ---------    -------      -------      ---
----
BALANCE AT DECEMBER 31, 1997             (5,291)    67,817         (117)
207,355
Comprehensive income:
Net (loss) 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)    38,437          102
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)   $ 8,411      $   429
$149,301
                                      =========    =======      =======
========
</TABLE>

[FN]

See notes to consolidated financial statements
</FN>

<PAGE>






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

<TABLE>
<CAPTION>

                                                           Year Ended December
31
                                                   1999            1998
1997
                                                ----------      ---------
--------
<S>                                             <C>             <C>
<C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income                               $ (30,026)      $ (29,380)
$ 19,235
Reconciling items from net (loss)
  income to net
    Cash provided by operating activities:
    Depreciation and amortization                  36,995          34,017
31,623
     (Gain) loss on sales of property, plant
          and equipment                            (7,180)           (408)
402
     Gain on sale of equity investment             (1,224)              -
-
     Equity loss in unconsolidated subsidiaries       839           1,042
500
     Deferred income taxes                        (15,425)        (16,874)
10,310
     Other deferred items                           2,315           2,219
(1,446)
Changes in assets and liabilities
     Accounts receivable                          (44,105)         42,302
10,918
     Inventories                                   10,910          29,175
(43,275)
     Other current assets                             (18)            686
11,110
     Crude oil and refined products payable        70,023         (55,925)
(8,141)
     Other accounts payable                       (14,443)          9,420
4,905
     Accrued liabilities and other deferred
       liabilities                                  6,657           3,447
2,443
     Income tax payable                               413               -
-
     Recoverable and deferred income taxes           (522)            170
4,010
     Restricted cash                               12,000         (12,000)
-
     Deferred financing costs                           -          (6,430)
-
                                                 --------        --------
--------
          NET CASH PROVIDED BY OPERATING
             ACTIVITIES                            27,209           1,461
42,594
                                                 --------        --------
--------

CASH FLOWS FROM INVESTMENT ACTIVITIES
     Capital expenditures                         (25,922)        (36,161)
(31,924)
     Proceeds from sales of property,
       plant and equipment                         13,002             786
7,337
     Proceeds from sale of equity investment        1,224               -
-
     Investment in affiliates                           -             959
136
   Capitalization of software costs                (2,233)         (3,898)
(3,946)
     Deferred turnaround maintenance               (5,837)         (3,461)
(14,054)
     Net proceeds from long-term notes receivable     436             461
376
     Other credits (charges) to deferred assets     1,523          (2,030)
466
                                                 --------        --------
--------
          NET CASH (USED IN) INVESTMENT
             ACTIVITIES                           (17,807)        (43,344)
(41,609)
                                                 --------        --------
--------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from debt and credit agreement
       borrowings                                 588,181          79,770
27,776
     Repayments of debt and credit agreement
       borrowings                                (599,606)        (67,600)
(27,378)
     Issuances of common stock                          -             597
877
     NET CASH PROVIDED BY (USED IN) FINANCING    --------        --------
--------
       ACTIVITIES                                 (11,425)         12,767
1,275
                                                 --------        --------
--------

NET (DECREASE) INCREASE IN CASH AND CASH
   EQUIVALENTS                                     (2,023)        (29,116)
2,260
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR     14,470          43,586
41,326
                                                 --------        --------
--------

CASH AND CASH EQUIVALENTS AT END OF YEAR         $ 12,447        $ 14,470
$ 43,586
                                                 ========        ========
========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION
     Cash paid during the year for:
          Interest (net of amount capitalized)   $ 16,086        $ 21,442
$ 13,232
          Income taxes                              1,671           1,328
2,746

</TABLE>


[FN]

See notes to consolidated financial statements
</FN>


<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 331 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 7%, respectively, of the Company's total employment at
December 31, 1999.  Additionally, 60% 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 and intends to continue full operations in this
manner until an agreement is reached with the collective bargaining
unit.  Negotiations for a new agreement are ongoing.

The Company has a contract to process 35,000 barrels per day of crude
oil into refined product for one customer at its Pasadena refinery.
The customer retains ownership of the crude oil and the refined
products.  The Company receives a fixed  processing fee per barrel.
This current contract runs through 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.

F Z 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 generally accepted accounting principles 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>

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
$26,386,000, $24,288,000 and $24,307,000 in the years ended December
31, 1999, 1998 and 1997, 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 is 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.

CREDIT RISK - Because the Company has a large and diverse customer
base with no single customer accounting for a significant percentage
of accounts receivable, there was no material concentration of credit
risk in these accounts at December 31, 1999.  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.

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.

<PAGE>

RECLASSIFICATIONS - To conform to the 1999 presentation, the
Consolidated Statements of Operations for the year ended December 31,
1997 has been restated.  Service station rental income and certain
other retail marketing recoveries, which had previously been reported
as a reduction of Selling and administrative expenses, have been
reclassified and are now reported as components of Sales and operating
revenues, and Costs and operating expenses, respectively.
Additionally, beginning with the three months ended March 31, 1998,
the Company began reporting Selling expenses and Administrative
expenses as separate amounts in the Consolidated Condensed Statements
of Operations.  Selling and administrative expenses as originally
reported in the Company's Form 10-K for the year ending December 31,
1997 has been restated to reflect this change.  These
reclassifications had no effect on the net income or net income per
share amounts as originally reported.

To conform to the 1999 presentation, certain Consolidated Balance
Sheet amounts at December 31, 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 expects to adopt SFAS No.
133 in the first quarter of the year 2001.  We are assessing the
impact SFAS No. 133 will have on our Consolidated Financial
Statements.

NOTE B--INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>

                                                December 31
                                              1999       1998
                                            --------   --------
                                            (thousands of dollars)
<S>                                         <C>        <C>
Crude oil                                   $ 32,390   $ 26,489
Refined products                              75,926     39,776
                                            --------   --------
   Total inventories at FIFO
     (approximates current cost)             108,316     66,265
LIFO allowance net of lower of
  cost or market reserve                     (53,006)      (184)
                                            --------   --------
     Total crude oil and refined products     55,310     66,081
                                            --------   --------

Merchandise inventory at FIFO
     (approximates current cost)               7,943      7,950
LIFO allowance                                (2,807)    (2,515)
                                            --------   --------
     Total merchandise                         5,136      5,435
                                            --------   --------

Materials and supplies inventory at FIFO       8,749      8,588
                                            --------   --------
     TOTAL INVENTORY                        $ 69,195   $ 80,104
                                            ========   ========
</TABLE>

As a result of a reduction in LIFO inventory quantities, the net loss for
1999 was decreased by approximately $9.3 million ($0.94 per share) and
the net loss for 1998 was increased by approximately $0.5 million ($.05
per share).  Due to the increase in refined products prices, the reserve
of approximately $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 and no such reserve was required for inventories at
December 31, 1999.

NOTE C--LONG-TERM DEBT AND CREDIT ARRANGEMENTS

Long-term debt consisted of the following:

<TABLE>

                                               December 31
                                          1999             1998
                                        --------         --------
                                          (thousands of dollars)
<S>                                     <C>              <C>
Unsecured 10 7/8% Senior Notes          $124,841         $124,810
Purchase Money Liens                       4,835            6,159
Other obligations                            135              237
                                        --------         --------
                                         129,811          131,206

Less current portion                         631            1,307
                                        --------         --------
     Long-Term Debt                     $129,180         $129,899
                                        ========         ========
</TABLE>

The aggregate maturities of long-term debt through 2004 are as follows
(in thousands):
2000 - $631; 2001 - $623; 2002 - $599; 2003 - $722; 2004 - $2,394.


<PAGE>

The 10 7/8% Senior Notes due 2005 (Notes) were issued under an Indenture,
as amended (Indenture), which includes certain restrictions and
limitations affecting the payment of dividends, repurchase of capital
stock and incurrence of additional debt. The Indenture also included a
provision limiting liens unless the Note holders were directly secured,
equally and ratably, with any other holder of an obligation secured by a
lien.

Effective as of December 10, 1998, the Company entered into an $80
million Secured Credit Facility (Secured Credit Facility) to provide cash
borrowings and letters of credit. The Secured Credit Facility, which has
a three-year term and is secured by certain current assets of the
Company, is to be used for general corporate and working capital
requirements.  It includes limitations on additional indebtedness and
cash dividends and requires compliance with financial covenants regarding
minimum levels of working capital and net worth.  Borrowings under the
Secured Credit Facility bear interest based on the prime rate or LIBOR
based rates.  Additionally, the Company pays a fee for unused
commitments.

During March 1999, the Company amended the Secured Credit Facility to
provide up to $125 million of availability for cash borrowings and
letters of credit. Up to $75 million of the Secured Credit Facility is
subject to availability of eligible collateral. The remaining $50 million
of availability, which is provided by a related party to the Company, is
not subject to the limitation of eligible collateral.  As of December 31,
1999, eligible collateral, after reserves and the application of advance
rates, was approximately $86.1 million.

As of December 31, 1999, $31.7 million in available commitments had been
used for letters of credit and there were no cash borrowings outstanding
pursuant to the Secured Credit Facility.  Cash borrowings and letters of
credits outstanding at December 31, 1998 were $10 million and $13.2
million, respectively.  As of December 31, 1999, the unused commitments
under the terms of the Secured Credit Facility were $93.3 million, of
which $50 million can be borrowed in cash.

The costs associated with obtaining the Secured Credit Facility and
amending the Indenture in 1998 were $5.9 million.  These costs were
capitalized and are being amortized over the life of the Secured Credit
Facility or the remaining term of the Indenture, as applicable.  Such
amortization is included as a component of interest expense.

The Purchase Money Liens outstanding as of December 31, 1999, represent
loans to finance land and buildings for several  service station and
convenience store locations.  These borrowings are repayable over 60 to
72 months at a fixed interest rate.  The Purchase Money Liens are secured
by assets having a cost basis of $7.1 million and $14.4 million at
December 31, 1999 and 1998, respectively.  The scheduled repayment of one
of the Purchase Money Lien obligations in January 1999 resulted in the
release of assets with a cost basis of $6.5 million from security.  The
remaining principal balance is payable monthly through May 2004.

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

<TABLE>
<CAPTION>

                                     Year Ended December 31
                                    1999     1998       1997
                                  --------  --------  --------
                                      (thousands of dollars)
<S>                              <C>        <C>       <C>
Total interest costs incurred    $ 17,212   $ 17,344  $ 16,330
Less: Capitalized interest          2,197      2,604     2,162
                                 --------   --------  --------
  INTEREST EXPENSE               $ 15,015   $ 14,740  $ 14,168
                                 ========   ========  ========

</TABLE>


NOTE D--CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES

The net deferred loss from futures contracts (excluding forward
contracts) included in crude oil and refined product hedging strategies
was approximately $353,000 at December 31, 1999.  Included in these
hedging strategies are futures contracts maturing in January, February,
and March 2000.  The Company is using these contracts to defer the
pricing of approximately 3.9% of its crude oil commitments for the
aforementioned period.


<PAGE>

NOTE E--INCOME TAXES

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

<TABLE>
<CAPTION>
                                       1999       1998
                                     --------   --------
                                     (thousands of dollars)
<S>                                 <C>         <C>
Deferred tax liabilities:
  Depreciation and amortization     $(66,357)   $(65,240)
  Other                              (35,520)    (35,778)
                                    --------    --------
    Total deferred tax liabilities  (101,877)   (101,018)

Deferred tax assets:
  Post-retirement and pension
    obligations                       11,538      10,747
  Environmental, litigation and
    other accruals                     7,440       7,901
  Construction and inventory costs
    not currently deductible          11,351       2,457
  Benefit of future tax NOL
    carry forwards                    45,339      31,863
  Other                               18,825      24,103
                                   ---------   ---------
    Total deferred tax assets         94,493      77,071
                                   ---------   ---------

    NET DEFERRED TAX LIABILITIES   $  (7,384)  $ (23,947)
                                   =========   =========
</TABLE>


No valuation allowance is considered necessary for the above deferred tax
assets. The Company has tax credit carry-forwards of approximately
$266,000 which expire in the years 2009 through 2019, an alternative
minimum tax credit carry-forward of approximately $833,000 and net
operating loss carry-forwards of approximately $116,520,000 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>
                                   1999         1998         1997
                                  -------      -------      -------
                                       (thousands of dollars)
<S>                               <C>          <C>          <C>
Current:
 Federal                         $     -       $    -       $ 1,062
 State                                750          509          750
                                 --------      -------      -------
  Total Current                       750          509        1,812

Deferred:
 Federal                          (14,154)     (15,723)      10,062
 State                             (1,271)      (1,151)         249
                                 --------      -------      -------

  Total Deferred                  (15,425)     (16,874)      10,311
                                 --------      -------      -------

 INCOME TAX (BENEFIT) EXPENSE    $(14,675)    $(16,365)     $12,123
                                 ========     ========      =======
</TABLE>


Current state tax provision includes $750,000 of franchise taxes for each
of the years ended December 31, 1999, 1998 and 1997.  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>

                                   1999         1998         1997
                                  -------      -------      -------
                                       (thousands of dollars)
<S>                               <C>          <C>          <C>

Income tax (benefit) expense
  calculated at the statutory
  federal income tax rate        $(15,663)   $(16,011)     $10,975
Amortization of goodwill and
  purchase adjustment                 145         145          145
State taxes (net of federal
  benefit)                           (451)       (252)         650
Other                               1,294        (247)         353
                                 --------    --------      -------
 Income Tax (Benefit) Expense    $(14,675)   $(16,365)     $12,123
                                 ========    ========      =======

</TABLE>


<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 199,825, 214,325 and 260,700
shares of Performance Vested Restricted Stock (PVRS) shares registered to
participants in the 1994 Long-Term Incentive Plan (Plan) at December 31,
1999, 1998 and 1997, 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>
                                                            YEAR ENDED DECEMBER
31
                                                     ---------------------------
--------
                                                       1999        1998
1997
                                                     --------    --------
--------
                                                (dollars in thousands, except
per share data)
<S>                                                  <C>         <C>
<C>
(LOSS) INCOME APPLICABLE
  TO COMMON SHARES

Net (loss) income                                  $  (30,026) $   (29,380)  $
19,235
                                                   ==========  ===========
==========

Common shares outstanding at January 1, 1999
 1998 and 1997, respectively                        10,053,611  10,058,168
9,983,180

Restricted shares held by the Company at January 1,
 1999, 1998 and 1997, respectively                    (214,325)   (260,700)
(249,700)

Weighted average effect of shares of common stock
 issued for stock option exercises                           -      35,237
18,531

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, 1999, 1998 and
 1997, respectively                                  9,871,231   9,832,705
9,752,011

Effect of Dilutive Securities:
 Employee stock options                                      -           -
113,060
 Restricted stock awards                                     -           -
33,833
                                                   -----------  ----------   ---
-------


Weighted average number of common shares outstanding,
 as adjusted at December 31, 1999, 1998 and
 1997, respectively - assuming dilution              9,871,231   9,832,705
9,898,904
                                                    ==========  ===========
==========


EARNINGS PER SHARE:

Net (loss) income                                   $    (3.04)  $   (2.99)   $
1.97
                                                    ==========  ===========
==========


EARNINGS PER SHARE - ASSUMING DILUTION:

Net (loss) income                                   $    (3.04)  $   (2.99)   $
1.94
                                                    ==========  ===========
==========
</TABLE>



At December 31, 1999, the Company had non-qualified stock options
outstanding representing 1,032,372 potential common shares.  Due to the
net loss from operations for the years ended December 31, 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 will be distributed
to holders of its common stock on February 15, 2000 to ensure that any
strategic transaction undertaken by the Company will be one in which all
stockholders can 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.

Under the Plan, the Company's Board of Directors has created two new
classes of preferred stock, known as Series A and Series B Junior
Participating Preferred stock. The Company has declared a dividend
distribution of one preferred stock purchase right on each outstanding
share of its common stock.  Each right entitles stockholders to buy one
one-thousandth of a share of preferred stock at an exercise price of
$16.00, with the Company's Class A common stock receiving purchase


<PAGE>

rights for the Series A preferred stock and the Company's Class B common
stock receiving purchase rights for the Series B preferred stock.

Generally, the rights become exercisable only if a person or group
acquires a substantial block (i.e., 15% or more) of either class of
common stock or announces a tender offer which may result in any person
becoming the owner of a substantial block of either class. For persons
currently owning in excess of 14% of any class, however, the rights plan
"grandfathers" their current level of ownership (as indicated on such
person's federal securities law filings) plus an additional 1% of that
class.

Under the plan, the Company's Board of Directors can pre-approve a tender
offer or other transaction which would otherwise trigger the plan. If a
person acquires a substantial block of either class of the Company's
common stock other than pursuant to an offer or transaction which has
been pre-approved by the Board of Directors, each right then will entitle
its holder to purchase a number of the Company's common shares having a
market value at that time of twice the right's exercise price, except for
the rights held by the person who acquired the substantial block of
stock, which will become void and will not be exercisable to purchase
shares at the bargain purchase price.

If, after a person has acquired a substantial block of the Company's
common stock other than pursuant to an offer or transaction which has
been pre-approved by the Board of Directors, the Company is acquired in a
merger or other business combination transaction, each right (other than
the rights held by the owner of the substantial block) will entitle its
holder to purchase a number of the acquiring company's common shares
having a market value at the time of twice the right's exercise price.

The rights plan permits the Company to redeem each purchase right at the
option of the Board of Directors for $.001 per right or for one one-
thousandth of a share of common stock, at any time before a person
acquires a substantial block of either class of common stock.  Until the
rights become exercisable, no separate rights certificate will be issued
to shareholders.  Instead, the rights will be evidenced by the
certificates for the Company's common stock. At the time the rights
become exercisable, rights certificates will be distributed to holders of
Crown's common stock. The plan will expire at the close of business on
February 14, 2001. Due to the net loss from operations for the year ended
December 31, 1999, the issuance of the preferred stock purchase rights
has no impact on the dilutive earnings per share amount presented in the
previous table.

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, 1999, 199,825 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 226,173 and 213,189 at December 31, 1999 and 1998,
respectively.

<PAGE>



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

<TABLE>
<CAPTION>
                                                Common       Price Range
Weighted Average Price
                                                Shares        Per Share
Per Share
                                              ----------    -------------
----------
<S>                                           <C>           <C>
<C>

1994 LONG-TERM INCENTIVE PLAN
-----------------------------
 Outstanding - January 1, 1997                   484,556   $12.81 - $19.50
$14.69
                                              ==========

 Granted - 1997                                  166,600   $11.69
$11.69
 Exercised - 1997                                 (4,963)  $12.81 - $16.13
$13.24
 Canceled - 1997                                  (4,536)  $12.81 - $17.06
$15.37
                                              ----------
 Outstanding - December 31, 1997                 641,657   $11.69 - $19.50
$13.92
                                              ==========
  Shares exercisable at December 31, 1997        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
                                              ==========

</TABLE>


<TABLE>
<CAPTION>
                                                Common       Price Range
Weighted Average Price
                                                Shares        Per Share
Per Share
                                              ----------    -------------
----------
<S>                                           <C>           <C>
<C>

1995 MANAGEMENT STOCK OPTION PLAN
---------------------------------
 Outstanding - January 1, 1997                   430,480   $13.75 - $16.06
$13.77
                                              ==========

 Exercised - 1997                                (59,025)  $13.75
$13.75
 Canceled - 1997                                 (32,704)  $13.75
$13.75
                                              ----------
 Outstanding - December 31, 1997                 338,751   $13.75 - $16.06
$13.78
                                              ==========
  Shares exercisable at December 31, 1997        207,388   $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 - $16.06
$13.75
                                              ----------
   Shares exercisable at December 31, 1999       298,734   $13.75 - $16.06
$13.75
                                              ==========
Total outstanding - December 31, 1999          1,032,372   $ 7.75 - $19.50
$13.66
                                              ==========
Total exercisable - December 21, 1999            856,447   $ 7.75 - $19.50
$14.04
                                              ==========

</TABLE>





The weighted average remaining life for options outstanding at December
31, 1999 was approximately seven years for the 1994 Long-Term Incentive
Plan and approximately five 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. The weighted average fair
value at the date of grant for options granted under the Long-Term
Incentive Plan was $2.15, $3.57 and $2.31 for 1999, 1998 and 1997,
respectively.  There were no grants under the Management Stock Option
Plan in 1999, 1998, or 1997.  The fair value of options at date of grant
was estimated using the Black-Scholes model with the following
assumptions:

<TABLE>
<CAPTION>

LONG-TERM INCENTIVE PLAN              1999        1998        1997
                                     ------      ------      ------
<S>                                  <C>         <C>         <C>

Expected life (years)                     3           3           3
Risk Free Interest Rate                5.50%       5.63%       5.67%
Volatility                             36.6%       27.5%       27.0%
Dividend Yield                          0.0%        0.0%        0.0%

</TABLE>


<PAGE>

The Company granted 40,200, 85,415 and 92,700 of shares of PVRS Awards
during 1999, 1998 and 1997, respectively. The weighted average fair value
at date of grant for PVRS Awards granted in 1999, 1998 and 1997 was
$7.75, $14.94 and $11.69, 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 1999, 1998, or 1997.

Stock-based compensation costs would have increased the pretax loss by
approximately $728,000 ($455,000 after tax or $.05 per basic and diluted
share) for the year ended December 31, 1999, increased the pretax loss by
approximately $864,000 ($540,000 after tax or $.05 per basic and diluted
share) for the year ended December 31, 1998, and decreased the pretax
income by approximately  $1,610,000 ($1,007,000 after tax or $.10 per
basic and diluted share) for the year ended December 31, 1997 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 and 1997
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.

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 employees' 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, 1999 and 1998, respectively:


<TABLE>
<CAPTION>

                                                     December 31
                                                1999           1998
                                              ---------      ---------
                                               (thousands of dollars)
<S>                                           <C>            <C>
CHANGE IN PENSION PLANS' BENEFIT OBLIGATION

 Pension plans' benefit
  obligation - beginning of year              $ 141,701      $ 132,652

 Service cost                                     5,379          4,913
 Interest cost                                    9,711          8,882
 Benefits paid                                   (6,310)        (5,984)
 Administrative expenses                           (865)          (843)
 Actuarial (gain) or loss                       (17,830)         2,081
                                              ---------      ---------
Pension plans' benefit
  obligation - end of year                      131,786        141,701
                                              ---------      ---------

CHANGE IN PENSION PLAN ASSETS

 Fair value of plan assets -
  beginning of year                             125,495        115,402

 Actual return on plan assets                    12,503         16,563
 Benefits paid                                   (5,973)        (5,627)
 Administrative expenses                           (865)          (843)
                                              ---------      ---------
 Fair value of plan assets -
  end of year                                   131,160        125,495
                                              ---------      ---------

RECONCILIATION OF FUNDED STATUS

 Funded status                                     (626)       (16,206)
 Unrecognized actuarial (gain) or loss          (13,902)         4,665
 Unrecognized net (asset) at transition            (433)          (471)
 Unrecognized prior service cost                   (743)          (794)
                                              ---------      ---------
 Net amounts recognized at end of year        $ (15,704)     $ (12,806)
                                              =========      =========

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Amounts recognized in the Balance Sheets consist of:

                                            Year Ended December 31
                                               1999         1998
                                            ---------    ---------
                                            (thousands of dollars)
<S>                                         <C>          <C>
 Accrued pension liability                  $ (16,636)   $ (14,516)
 Intangible asset                                 726        1,001
 Accumulated other comprehensive income           206          709
                                            ---------    ---------

 Net amounts recognized at end of year      $ (15,704)   $ (12,806)
                                            =========    =========

 Other comprehensive income attributable
   to change in additional minimum
   liability recognition                    $    (503)   $    (336)
                                            =========    =========
</TABLE>


Net periodic pension costs consist of the following components:

<TABLE>
<CAPTION>


                                           Year Ended December 31
                                         1999       1998       1997
                                       -------    -------    -------
                                           (thousands of dollars)
<S>                                    <C>        <C>        <C>
Service cost - benefit earned
  during the year                      $ 5,379    $ 4,913    $ 4,500
Interest cost on projected
  benefit obligations                    9,711      8,882      8,787
Expected (return) on plan assets       (11,824)   (10,951)    (9,864)
Amortization of prior service cost         (51)       (51)        66
Recognized actuarial loss                   58         76         53
Amortization of transition (asset)
  obligation                               (38)       (38)       (38)
                                       -------    -------    -------
 Net periodic pension cost             $ 3,235    $ 2,831    $ 3,504
                                       =======    =======    =======
</TABLE>


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

<TABLE>
<CAPTION>

                                        1999        1998       1997
                                       ------      ------     ------
<S>                                    <C>         <C>        <C>
Weighted average discount rates         8.00%       6.75%      7.00%
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%

</TABLE>



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 $6,019,000 and $5,423,000,
respectively, as of December 31, 1999, and $6,374,000 and $5,715,000,
respectively, as of December 31, 1998.

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.



<PAGE>

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:

<TABLE>
<CAPTION>

                                              Year Ended December 31
                                                1999          1998
                                              ---------    ---------
                                              (thousands of dollars)
<S>                                           <C>          <C>
Accumulated post-retirement benefit
  obligation (APBO):
 Benefit obligation - beginning of year       $  16,359     $  12,624

 Service cost                                       429           390
 Interest cost                                    1,132         1,058
 Benefits and estimated administrative
   expenses paid                                 (1,036)       (1,112)
 Actuarial (gain) or loss                        (1,299)        3,399
                                              ---------     ---------
 Benefit obligation - end of year             $  15,585     $  16,359
                                              =========     =========

RECONCILIATION OF FUNDED STATUS

 Funded status                                $ (15,585)    $ (16,359)
 Unrecognized actuarial loss                      5,084         6,775
 Unrecognized prior service cost                   (803)         (921)
                                              ---------     ---------

 Net amount recognized at end of year         $ (11,304)    $ (10,505)
                                              =========     =========

Amounts recognized in the Balance Sheets
   consist of:

     Accrued benefit liability                $ (11,304)    $ (10,505)
                                              =========     =========

</TABLE>

The weighted average discount rate used in determining the APBO was 8.00%
in 1999, 6.75% in 1998, and 7.00% in 1997.

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

Net periodic postretirement benefit costs include the following
components:

<TABLE>
<CAPTION>

                                       Year Ended December 31
                                       1999      1998     1997
                                      -------   -------   -------
                                          (thousands of dollars)
<S>                                    <C>       <C>       <C>
Service cost                          $   429   $   390   $   326
Interest cost on accumulated
   postretirement benefit obligation    1,132     1,058       859
Amortization of prior service cost       (118)     (118)     (118)
Recognized actuarial loss                 392       332       212
                                      -------   -------   -------
 Net periodic postretirement benefit
   cost                               $ 1,835   $ 1,662   $ 1,279
                                      =======   =======   =======
</TABLE>


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:

<TABLE>
<CAPTION>

                                       1-Percentage-   1-Percentage-
                                       Point Increase  Point Decrease
                                       --------------  --------------
                                           (thousands of dollars)
<S>                                    <C>             <C>
Effect on total of service
  and interest cost components              $ 55          $ (45)
Effect on accumulated postretirement
  benefit obligation                         531           (457)

</TABLE>


<PAGE>


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, 1999.  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 $7.1 million as of
December 31, 1999 and 1998 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 (NOE)
from the TNRCC regarding alleged state and federal air quality
violations, some of which include sulfur exceedances, arising out of a
June and July 1999 state inspection. The Company believes it has valid
legal defenses to the majority of the alleged violations and in any case,
the ultimate outcome of the enforcement action, in the opinion of
management, is not expected to have a material adverse effect on the
Company.

During the first quarter of 2000, the Company received notice from the
United States Department of Justice that the government is 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 does not believe that the government will prevail if it files
such a complaint as the Company already has paid a $1.05 million fine for
most of the sulfur violations.  Additionally, the Company believes it has
valid defenses to the other alleged violations, that the alleged
violations are DE MINIMIS in nature, or that the ultimate outcome of the
enforcement action, in the opinion of management, is not expected to have
a material adverse effect on the Company.

In May 1999, the Company received a notice that the United States
Department of Justice planned to bring a civil action against the Company
for a Clean Water Act violation arising out of a June 1998 oil spill at a
Wyoming exploration and production property.  The Company has shut-in all
of the wells on the Wyoming leases and no longer operates those
properties.  The Department of Justice demanded payment of a penalty in
the amount of $262,000.  The Company has been negotiating with the EPA
and the Department of Justice.  Environmental remediation of the leases
is being completed and the Department of Justice has not yet filed suit.

On October 14, 1999, the Company received a notice of violation from the
United States Environmental Protection Agency for alleged noncompliance
in 1998 with Clean Air Act reformulated gasoline specifications at the
Company's Newington and Richmond, Virginia terminals.  EPA proposed a
penalty of $282,600.  The Company believes the allegations have little or
no merit and is vigorously defending this enforcement action.

It is possible that the ultimate cost, 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 Super fund sites.
Management is not aware of any environmental matters which would
reasonably be expected to have a material adverse effect on the Company.


<PAGE>

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 13 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, 1999 are as follows (in thousands):

<TABLE>
<CAPTION>

   <S>                                    <C>
   2000                                   $ 11,997
   2001                                     10,583
   2002                                      8,990
   2003                                      7,661
   2004                                      6,658
   After  2004                              10,435
                                          --------
        Total Minimum Rental Payments     $ 56,324
                                          ========
</TABLE>

Rental expense for the years ended December 31, 1999, 1998 and 1997 was
$13,543,000, $13,426,000 and $12,927,000, respectively.

NOTE K--INVESTMENTS AND DEFERRED CHARGES

Investments and deferred charges consist of the following:

<TABLE>
<CAPTION>

                                               December 31
                                           1999           1998
                                         --------       --------
                                          (thousands of dollars)
<S>                                      <C>            <C>
   Deferred turnarounds                  $ 10,738       $ 12,570
   Loan expense                             7,438          8,486
   Long-term notes receivable               1,518          1,955
   Goodwill                                   552            953
   Investments                                 15            929
   Intangible pension asset                   726            688
   Other                                      679          3,053
                                         --------       --------
       INVESTMENTS AND DEFERRED CHARGES  $ 21,666       $ 28,634
                                         ========       ========

</TABLE>

Accumulated amortization of goodwill was $6,039,000 and $5,638,000 at
December 31, 1999 and 1998, respectively.

NOTE L--FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company considers cash and cash equivalents, accounts receivable,
investments in subsidiaries, 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, 1999
and 1998 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,
1999 and 1998 was estimated using a discounted cash flow analysis, based
on the Company's assumed incremental borrowing rates for similar types of
borrowing arrangements.  The fair value of its investments in
subsidiaries is not determinable since these investments do not have
quoted market prices.

The following summarizes the carrying amounts and related approximate
fair values as of December 31, 1999 and 1998, respectively, of the
Company's financial instruments whose carrying amounts do not equal its
fair value:

<TABLE>
<CAPTION>

                           December 31, 1999        December 31, 1998
                         Carrying  Approximate    Carrying  Approximate
                          Amount    Fair Value    Amount    Fair Value
                         --------   --------     --------   --------
                                    (thousands of dollars)
<S>                      <C>        <C>          <C>        <C>
Assets

 Long-Term Notes
   Receivable            $   1,518  $   1,365    $   1,955  $   1,325

Liabilities

 Long-Term Debt          $ 129,180  $ 128,002    $ 129,899  $ 128,544

</TABLE>


<PAGE>


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 24 of this Annual Report on Form 10-K.  Certain prior
year balances have been reclassified to conform to the 1999 presentation.

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

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.

<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 1999:

                                    Refinery      Retail
                                   Operations    Marketing    Totals
                                   ----------    ---------   ----------
<S>                                <C>           <C>         <C>
                                         (thousands of dollars)

Revenues from external customers   $ 806,274     $ 465,336   $1,271,610
Intersegment revenues                362,640                    362,640
Depreciation and amortization
   expense                            22,319        10,917       33,236
Operating (loss) income              (19,202)       11,809       (7,393)
Capital expenditures                  11,446        10,128       21,574
Total assets                         326,371       147,263      473,634

</TABLE>


<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 1998:

                                    Refinery      Retail
                                   Operations    Marketing    Totals
                                   ----------    ---------   ----------
<S>                                <C>           <C>         <C>
                                         (thousands of dollars)

Revenues from external customers   $ 831,133     $ 434,349   $1,265,482
Intersegment revenues                349,997                    349,997
Depreciation and amortization
   expense                            22,303         9,419       31,722
Operating (loss) income              (20,090)       12,820       (7,270)
Capital expenditures                  12,408        21,458       33,866
Total assets                         302,829       146,579      449,408

</TABLE>


<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 1997:

                                   Refinery       Retail
                                  Operations     Marketing    Totals
                                  ----------     ---------   ----------
<S>                               <C>            <C>         <C>
                                         (thousands of dollars)

Revenues from external customers  $1,097,327     $ 511,490   $1,608,817
Intersegment revenues                648,535                    648,535
Depreciation and amortization
   expense                            21,074         9,104       30,178
Operating (loss) income               49,361        17,319       66,680
Capital expenditures                   9,725        17,368       27,093
Total assets                         363,272       137,176      500,448

</TABLE>


<PAGE>


SALES AND OPERATING REVENUES RECONCILIATION:

<TABLE>
<CAPTION>


                                     Year ended December 31
                                   1999         1998         1997
                               -----------  -----------  -----------
                                       (thousands of dollars)
<S>                            <C>          <C>          <C>
Total external revenues
   for reportable segments     $ 1,271,610  $ 1,265,482  $ 1,608,817
Intersegment revenues for
   reportable segments             362,640      349,997      648,535
Other revenues                         107          231          898
Other adjustments                   (1,536)      (1,396)        (632)
Elimination of intersegment
   revenues                       (362,640)    (349,997)    (648,535)
                               -----------  -----------  -----------
 Sales and operating revenues  $ 1,270,181  $ 1,264,317  $ 1,609,083
                               ===========  ===========  ===========
</TABLE>


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.

Depreciation and amortization expense reconciliation:

<TABLE>
<CAPTION>
                                           Year ended December 31
                                           1999    1998    1997
                                        --------  --------  --------
                                          (thousands of dollars)
<S>                                     <C>       <C>       <C>
Depreciation and amortization expense
for reportable segments                 $ 33,236  $ 31,722  $ 30,178
Other depreciation and amortization
  expense                                  3,759     2,295     1,445
                                        --------  --------  --------
 Depreciation and amortization expense  $ 36,995  $ 34,017  $ 31,623
                                        ========  ========  ========

</TABLE>

Profit (loss) reconciliation:

<TABLE>
<CAPTION>
                                            Year ended December 31
                                         1999      1998      1997
                                       --------  --------  --------
                                            (thousands of dollars)
<S>                                    <C>       <C>       <C>
Total (loss) income for reportable
  segments                             $ (7,393) $ (7,270) $ 66,680
Other income (loss)                         684     1,018    (1,852)
Unallocated amounts:
 Corporate (expenses)                   (23,432)  (27,091)  (21,988)
 Net interest (expense)                 (14,560)  (12,402)  (11,482)
                                       --------  --------  --------
  (Loss) income before income taxes    $(44,701) $(45,745) $ 31,358
                                       ========  ========  ========

</TABLE>


Capital expenditures reconciliation:

<TABLE>
<CAPTION>

                                            Year ended December 31
                                         1999      1998      1997
                                       --------  --------  --------
                                            (thousands of dollars)
<S>                                    <C>       <C>       <C>

Capital expenditures for
   reportable segments                 $ 21,574  $ 33,866  $ 27,093
Other capital expenditures                4,348     2,295     4,831
                                       --------  --------  --------
 Total capital expenditures            $ 25,922  $ 36,161  $ 31,924
                                       ========  ========  ========
</TABLE>


<PAGE>



Total assets reconciliation:

<TABLE>
<CAPTION>

                                                 December 31
                                         1999       1998        1997
                                       --------   --------    --------
                                            (thousands of dollars)
<S>                                    <C>        <C>        <C>

Total assets for reportable segments  $  473,634  $  449,408  $ 500,448
Other assets                           1,681,376   1,068,875    927,689
Elimination of intercompany
  receivables                         (1,444,701)   (806,072)  (636,542)
Elimination of investment in
  consolidated subsidiaries             (187,201)   (194,201)  (194,201)
                                      ----------  ----------  ---------
 Total assets                         $  523,108  $  518,010  $ 597,394
                                      ==========  ==========  =========
</TABLE>


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:


<TABLE>
<CAPTION>
                                     Year ended December 31
                                  1999        1998        1997
                               ----------  ----------  ----------
                                   (thousands of dollars)
<S>                            <C>         <C>         <C>

Petroleum Products             $1,141,599  $1,140,153  $1,487,067
Convenience store merchandise
   and services                   118,888     112,441     103,679

</TABLE>


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

NOTE N--SUBSEQUENT EVENTS

During 1999, the Company engaged Credit Suisse First Boston (CSFB) to act
as financial advisor.  CSFB is providing the Company with financial
advice and assistance in evaluating strategic alternatives to maximize
the Company's assets in both the refining and retail businesses.  The
primary objective is to assure that Crown pursues those opportunities
which best enhance shareholder value.  CSFB is actively engaged in the
project and meets regularly with the Company's Board of Directors.  On
March 6, 2000, the Company received a letter from Rosemore, Inc.
(Rosemore), a Maryland corporation that owns approximately 49% of the
Company's outstanding Class A common stock and 11% of the Class B common
stock, proposing that Rosemore would acquire all of the outstanding
common stock not owned by Rosemore for $8.35 per share, payable in cash.
Rosemore is controlled by the family of Henry A. Rosenberg, Jr., the
Company's Chairman, President and Chief Executive Officer.  The Board of
the Company established a committee of its independent directors (the
Independent Committee) to review all strategic alternatives.  During the
Independent Committees consideration of Rosemore's offer, the Company
received an offer from Apex Oil Company, Inc., (Apex Oil) on March 9,
2000 to acquire all of the outstanding common stock of the Company not
owned by Apex Oil for $9.20 per share, payable in cash, subject to the
satisfactory completion of certain terms and conditions.  Apex Oil owns
approximately 15% of the Company's outstanding Class A common stock and
approximately 4% of Class B common stock.  The Independent Committee,
with the assistance of CSFB and outside counsel, is considering all
offers received in the course of its review of strategic alternatives to
enhance shareholder value.  Both offers are currently scheduled to expire
on April 17, 2000 unless either an offer is otherwise accepted or
rejected prior to that date.



                   [This space intentionally left blank]


<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, 1999
and 1998, 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, 1999.  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, 1999 and 1998, and the consolidated results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.



                                          /s/---Ernst & Young LLP



Baltimore, Maryland
February 24, 2000
Except for Note N,
as to which the date
is March 28, 2000



<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>

1999
----
Sales and operating revenues $ 225,165  $ 281,413  $ 359,899  $ 403,704  $
1,270,181
Gross profit                    20,597     20,965     30,011     34,308
105,881
Net loss                       (11,830)   (11,029)    (6,018)    (1,149)
(30,026)
Net loss per share               (1.20)     (1.12)     (0.61)     (0.12)
(3.04)
Net loss per share -
  assuming dilution              (1.20)     (1.12)     (0.61)     (0.12)
(3.04)


1998
----
Sales and operating revenues $ 327,639  $ 339,154  $ 312,461  $ 285,063  $
1,264,317
Gross profit                    13,144     36,908     44,250     14,821
109,123
Net (loss) income              (13,743)    (2,151)     3,083    (16,569)
(29,380)
Net (loss) income per share      (1.40)      (.22)       .31      (1.68)
(2.99)
Net (loss) income per share -
  assuming dilution              (1.40)      (.22)       .31      (1.68)
(2.99)


</TABLE>


To conform to the presentation for the year ended December 31, 1999 and
1998, Sales and operating revenues and Gross profit amounts for the first
quarter of 1998 have been restated from those amounts originally
reported.  This restatement had no effect on the Net loss or the Net loss
per share amounts previously reported.

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>

                             PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Following is a list of Crown Central Petroleum Corporation's directors
and executive officers, their ages and their positions and offices as of
March 1, 2000:



<TABLE>
<CAPTION>

DIRECTORS
---------

NAME AND AGE ON                       PRINCIPAL OCCUPATION FOR LAST 5 YEARS
DIRECTOR
 MARCH 1, 2000                        DIRECTORSHIPS IN PUBLIC CORPORATIONS
SINCE
---------------                       -------------------------------------
--------
<S>                                   <C>
<C>
JACK AFRICK (71)                      President and Chief Operating Officer,
1991
                                      North Atlantic Trading Company, Inc.
                                      since January 1998; Formerly, Vice
                                      Chairman, UST, Inc.  Also a director
                                      of Tanger Factory Outlet Centers, Inc.
                                      and Transmedia Network, Inc.

GEORGE L. BUNTING (59)                Present and Chief Executive Officer,
1992
                                      Bunting Management Group since July 1991.
                                      Also a director of Baltimore Equitable
                                      Society, Guilford Pharmaceuticals Inc.
                                      and Mercantile Bankshares Corporation.

MICHAEL F. DACEY (55)                 President, The Evolution Consulting Group,
1991
                                      Inc. since March 1995; Formerly, Executive
                                      Vice President, The Chase Manhattan Bank,
                                      N.A.

THOMAS M. GIBBONS (74)                Retired.  Formerly, Chairman of the Board,
1988
                                      Chesapeake and Potomac Telephone
Companies,
                                      part of Bell Atlantic Corporation.

PATRICIA A. GOLDMAN (57)              Retired.  Formerly, Senior Vice President
-     1989
                                      Corporate Communications, USAir, Inc.
                                      Also a director of Erie Family Life
                                      Insurance Company and Erie Indemnity
Company.

WILLIAM L. JEWS (48)                  President and Chief Executive Officer,
1992
                                      CareFirst, Inc. since January 1998;
                                      President and Chief Executive Officer,
                                      Blue Cross and Blue Shield of Maryland
                                      from April 1993 through December 1997.
                                      Also a director of EcoLab, Inc.; Municipal
                                      Mortgage and Equity, L.L.C. and the Ryland
                                      Group, Inc.

THE REVEREND HAROLD RIDLEY, S.J. (60) President, Loyola College in Maryland
since     1995
                                      July 1994.

HENRY A. ROSENBERG, JR. (70)          Chairman of the Board and Chief Executive
1955
                                      Officer of the Company since May 1975 and
                                      President since March 1996.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

EXECUTIVE OFFICERS
------------------

NAME AND AGE ON
 MARCH 1, 2000                              PRINCIPAL OCCUPATION FOR LAST 5
YEARS
---------------                       ------------------------------------------
-------------
<S>                                   <C>

HENRY A. ROSENBERG, JR. (70)          Director since 1955, Chairman of the Board
and Chief
                                      Executive Officer since May 1975 and also
President
                                      since March 1, 1996.

RANDALL M. TREMBLY (53)               Executive Vice President since April 1996;
Senior Vice
                                      President - Refining from July 1995 to
March 1996; Vice
                                      President - Refining from December 1991 to
June 1995.

JOHN E. WHEELER, JR. (47)             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 (59)                 Senior Vice President - Legal since May
1998; Vice
                                      President - Legal from April 1983 to May
1998.

J. MICHAEL MIMS (51)                  Senior Vice President - Human Resources
since May 1998;
                                      Vice President - Human Resources from June
1992 to
                                      May 1998.

FRANK B. ROSENBERG (41)               Senior Vice President - Marketing since
April 1996;
                                      Vice President - Marketing from January
1993
                                      to March 1996.

WILLIAM A. WOLTERS (53)               Senior Vice President - Supply and
Transportation
                                      since December 1988; 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 (42)                    Vice President - Shared Services since
April 1996;
                                      Vice President - Marketing Support
Services from
                                      December 1991 to March 1996.

JAMES R. EVANS (53)                   Vice President - Retail Marketing since
June 1996;
                                      General Manager of Retail Operations from
February
                                      1995 to May 1996; General Manager of
Direct
                                      Operations from November 1993 to January
1995.

DENNIS W. MARPLE (51)                 Vice President - Wholesale Sales and
Terminals since
                                      January 1996; General Manager - Wholesale
Sales from
                                      February 1995 to December 1995; Vice
President -
                                      LaGloria Supply, Trading and
Transportation from
                                      October 1989 to January 1995.

PHILLIP A. MILLINGTON (46)            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; Treasurer Lafarge
Corporation
                                      November 1987 to May 1995.

DOLORES B. RAWLINGS (62)              Vice President - Secretary since April
1996; Secretary
                                      from November 1990 to March 1996.

JAN L. RIES (51)                      Corporate Controller since November 1996;
Marketing
                                      Division Controller from January 1992 to
October
                                      1996.
</TABLE>



     Frank B. Rosenberg, Senior Vice President - Marketing, is the son
of Henry A. Rosenberg, Jr., Chairman of the Board, President and Chief
Executive Officer.  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>


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, 1999:




<TABLE>
<CAPTION>

                         ANNUAL COMPENSATION


     NAME AND
 PRINCIPAL POSITION               YEAR      SALARY       BONUS
-------------------------         ----      -------     -------
<S>                               <C>       <C>         <C>
Henry A. Rosenberg, Jr.           1999      $600,000
  Chairman of the Board,          1998       600,000
  President and Chief             1997       591,000    $321,390
  Executive Officer

Randall M. Trembly                1999      $260,000
  Executive Vice President        1998       255,008
                                  1997       236,680    $163,391

John E. Wheeler, Jr.              1999      $255,004
  Executive Vice President-       1998       241,671
  Chief Financial Officer         1997       201,672    $ 79,868

Thomas L. Owsley                  1999      $220,008
  Senior Vice President-          1998       210,008
  Legal                           1997       188,008    $ 55,514

Frank B. Rosenberg                1999      $195,000
  Senior Vice President-          1998       185,000
  Marketing                       1997       160,000    $ 56,983

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


ANNUAL COMPENSATION  (CONTINUED)

                                            LONG-TERM
                                        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.       $ 21,093           148,000           $ 23,975
  Chairman of the Board,        21,659            43,900             19,847
  President and Chief           20,519            50,000             20,799
  Executive Officer

Randall M. Trembly            $ 18,600            55,000           $ 12,130
  Executive Vice President      18,600            16,400             12,837
                                17,250            17,600             12,170

John E. Wheeler, Jr.          $ 20,817            55,000           $ 12,407
  Executive Vice President-     21,761            15,500             10,607
  Chief Financial Officer       18,913             7,800              9,974

Thomas L. Owsley              $ 18,798            25,000           $ 11,905
  Senior Vice President-        18,891             7,300             11,641
  Legal                         17,112             5,800             10,455

Frank B. Rosenberg            $ 18,537            23,000           $ 10,007
  Senior Vice President-        19,880             6,500              9,507
  Marketing                     18,363             6,300              8,228

</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 and the
1997 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 1999, the imputed income
for Mr. Henry A. Rosenberg, Jr. was $12,768; for Mr. Trembly, $552 and
for Mr. Owsley, $898. The executive medical payments for each of the
officers listed in the table were $2,207. The Company's matching
payments under the Savings Plans were for Mr. Henry A. Rosenberg, Jr.,
$9,000; for Mr. Trembly, $9,371; for Mr. Wheeler, $10,200; for Mr.
Owsley, $8,800 and for Mr. Frank B. Rosenberg, $7,800.

</FN>


                        [This space intentionally left blank]

<PAGE>


<TABLE>
<CAPTION>

                         SAR GRANTS IN LAST FISCAL YEAR
                                INDIVIDUAL GRANTS
                         ------------------------------

                                      % OF TOTAL
                           NUMBER OF     SARs
                           SECURITIES  GRANTED TO
                           UNDERLYING  EMPLOYEES
                              SARs     IN FISCAL   BASE        EXPIRATION
     NAME                  GRANTED(A)    YEAR     PRICE           DATE
-----------------------    ----------  ---------- ------     -------------
<S>                        <C>         <C>        <C>        <C>
Henry A. Rosenberg, Jr.     148,000     29.51     $14.91     Dec. 31, 2001

Randall M. Trembly           55,000     10.96      14.91     Dec. 31, 2001

John E. Wheeler, Jr.         55,000     10.96      14.91     Dec. 31, 2001

Thomas L. Owsley             25,000      4.98      14.91     Dec. 31, 2001

Frank B. Rosenberg           23,000      4.59      14.91     Dec. 31, 2001

</TABLE>
[FN]
---------------------
(a)  All of the securities shown are for Appreciation Units granted under
the Company's 1999 Long-Term Incentive Plan.  The value of the Appreciation
Unit is equal to the excess of the average fair market value of the
Company's Class B Common Stock during the last thirty days of the
performance period which began on January 1, 1999 and ends on December 31,
2001 over the fair market value of the stock in the three calendar years
preceding the performance period which was $14.91 per share.  There is no
potential realizable value of the Appreciation Units at assumed annual rate
of stock price appreciation of either 5% per year or 10% per year for the
three year term of the 1999 Long-Term Incentive Plan.

</FN>


              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.       192,126       --          45,934   148,000

Randall M. Trembly             55,669       --          16,801    55,000

John E. Wheeler, Jr.           45,046       --          12,934    55,000

Thomas L. Owsley               37,319       --           6,801    25,000

Frank B. Rosenberg             35,346       --           6,434    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>


<PAGE>






           LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR(a)

<TABLE>
<CAPTION>


      NAME                     NUMBER OF  UNITS         PERFORMANCE PERIOD
-----------------------        ----------------         ------------------
<S>                            <C>                      <C>
Henry A. Rosenberg, Jr.           148,000               January 1, 1999
                                                        December 31, 2001

Randall M. Trembly                 55,000               January 1, 1999
                                                        December 31, 2001

John E. Wheeler, Jr.               55,000               January 1, 1999
                                                        December 31, 2001

Thomas L. Owsley                   25,000               January 1, 1999
                                                        December 31, 2001

Frank B. Rosenberg                 23,000               January 1, 1999
                                                        December 31, 2001
</TABLE>
[FN]

-------------
(a)     All of the units listed are Appreciation Units granted under the
Company's 1999 Long Term Incentive Plan.  The value of the Appreciation
Unit is equal to the excess of the average fair market value of the
Company's Class B Common Stock during the last thirty days of the
performance period which began on January 1, 1999 and ends on December 31,
2001 over the fair market value of the stock in the three calendar years
preceding the performance period which was $14.91 per share.

</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>

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.  Effective November 1, 1993, Mr. Africk became a
general business adviser and consultant to the Company for which he is
paid a consultancy fee of $3,000 per month. His work in this capacity is
in addition to his service as a director, and as a member of the
Executive, the Executive Compensation and Bonus and the Nominating
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. Gibbons
serves as Chairman and Ms. Goldman and Messrs. Africk and Jews are members
of the Executive Compensation and Bonus Committee. As previously noted,
Mr. Africk has a consulting agreement with the Company.  There are no
Compensation Committee Interlocks.

[This space intentionally left blank]

<PAGE>


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT


OWNERS OF MORE THAN FIVE PERCENT.  The following table sets forth the class
of shares of the Company's stock, and the amount and percentage of that
class, 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
December 31, 1999:

<TABLE>
<CAPTION>

NAME AND ADDRESS                                                     PERCENT
OF BENEFICIAL OWNER             TITLE OF CLASS         AMOUNT        OF CLASS
--------------------------      ---------------      ----------      --------
<S>                             <C>                  <C>             <C>
Rosemore "Group" (a)              Class A Stock       2,401,232       49.85
One North Charles Street          Class B Stock         917,051       16.73
Suite 2300
Baltimore, MD  21201

Novelly  "Group" (b)              Class A Stock         708,375        14.70
8182 Maryland Avenue              Class B Stock         182,800         3.48
St. Louis, MO  63105

Dimensional Fund Advisors Inc.(c) Class A Stock         288,850         6.00
1299 Ocean Avenue, 11th Floor     Class B Stock         291,100         5.54
Santa Monica, California 90401

Heartland Advisors, Inc. (c)      Class B Stock         900,000        17.24
789 North Water Street
Milwaukee, WI 53202

Franklin Resources, Inc. (c)      Class B Stock         309,600         5.89
777 Mariners Island Boulevard
P.O. Box 7777
San Mateo, CA 94403


</TABLE>
[FN]

---------------
(a)     See Part III, Item 13 "Certain Relationships and Related
Transactions" for a description of the Rosemore "Group".
Rosemore Holdings is the holder of 2,366,526 shares of Class A
Common Stock and 591,629 shares of Class B Common Stock, and other
members of the Rosemore Group are the holders of  34,706 shares of
Class A Common Stock and 325,422 shares of Class B Common Stock.
The Class B Common Stock shown in the table includes 82,270 shares
of stock granted to members of the Rosemore Group as PVR Stock
under the 1994 Long-Term Plan and 227,472 shares that members of
the Rosemore Group have a right to acquire pursuant to Options
granted under the 1994 Long-Term Plan that vested on or before
March 1, 2000 ("Vested Options").  The percentage calculation is
based on the shares outstanding plus the shares that may be
acquired pursuant to Vested Options granted to members of the
Rosemore Group.

(b)     This information was obtained from a report on Schedule 13D
dated January 14, 1983 and Amendment No. 11 dated November 8, 1999,
which were filed with the Securities and Exchange Commission (the
"Commission"). The Novelly Exempt Trust and others acknowledge
that they are a "group" as that term is used in Section 13(d)(3)
of the Exchange Act.

(c)     Information concerning the stock holdings of Dimensional
Fund Advisors Inc., Heartland Advisors, Inc., and Franklin
Resources, Inc. was obtained from reports on Schedule 13G and
amendments to those schedules that have been filed with the
Commission. Each of these three entities reports that it is
registered as an investment adviser.  The percentage calculation
for each is based on the shares outstanding as shown on the
Company's financial statements for the fiscal year ended December
31, 1999.


See Part II, Item 8. Financial Statements and Supplementary Data,
Notes to Consolidated Financial Statements.  Note N - Subsequent
Events for a description of proposals by Rosemore, Inc. and by Apex
Oil Company, Inc., an affiliate of the Novelly Group, to acquire
the Company.

</FN>

<PAGE>

DIRECTORS AND OFFICERS.  The following table sets forth the number
of shares of each class of the Company's stock and the percentage
of each class owned by each of the directors, by certain executive
officers and by all directors and officers as a group on December
31, 1999:

<TABLE>
<CAPTION>



                                      SHARES OF SECURITIES BENEFICIALLY OWNED
                                              ON DECEMBER 31, 1999 (a)
                                   CLASS A COMMON STOCK   CLASS B COMMON STOCK
     NAME                          AMOUNT         %        AMOUNT        %
---------------------            ----------      -----   ----------    -----
<S>                              <C>             <C>     <C>           <C>

Jack Africk                              --         --          500       (b)

George L. Bunting, Jr.                   --         --        1,000       (b)

Michael F. Dacey                      1,000         (b)          --        --

Thomas M. Gibbons                       200         (b)          --        --

Patricia A. Goldman                     100         (b)          --        --

William L. Jews                          --         --          200       (b)

Thomas L. Owsley                        100         (b)      48,105(c)    (b)

Rev. Harold Ridley, S.J.                 --         --          100       (b)

Frank B. Rosenberg                    1,863         (b)      47,790(c)    (b)

Henry A. Rosenberg, Jr. (d)       2,399,369      49.81      869,261     16.55

Randall M. Trembly                   11,774         (b)      90,184(c)   1.70

John E. Wheeler, Jr.                  3,264         (b)      64,413(c)   1.22

All Directors, and                2,423,896      50.32    1,280,739(e)  22.31
Officers as a group
including those listed
above (19 individuals)

</TABLE>

[FN]

----------------------

(a)      Each director holds sole voting and investment power over the
shares listed except for Mr. Dacey who hold his stock jointly with his
wife; however, in one or more cases the stock may be registered in the
name of a trust or retirement fund for the benefit of the director.
In the case of officers of the Company, the table includes interest in
shares held by the trustee under the Savings Plans, the Class B Common
Stock granted as PVR Stock under the 1994 Long-Term Plan (but not
shares of PVR stock granted but subsequently forfeited) and shares
subject to Options.  See footnote(c).

(b)      Represents less than one percent of the shares outstanding.

(c)      Includes Vested Options as follows:  Mr. Owsley, 37,319;
Mr. Frank B. Rosenberg, 35,346 shares; Mr. Trembly, 55,669 shares and
Mr. Wheeler, 45,046 shares.  The percentage calculations are based on
the shares outstanding plus the shares that may be acquired pursuant
to the Vested Options granted to the executive.

(d)      Mr. Henry A. Rosenberg, Jr. is Chairman of the Board of
Rosemore, Inc. The shares listed are the shares owned by the Rosemore
Group other than shares reported separately in the table as owned by
Frank B. Rosenberg.  Of the shares listed above, Mr. Rosenberg holds
22,525 shares of Class A Common Stock and 273,070 shares (including
PVR Stock) of Class B Common Stock individually and in the Company's
Savings Plans.  The Class B Common Stock shown on the table also
includes 192,126 shares that may be acquired by Mr. Rosenberg upon the
exercise of Vested Options granted under the Long-Term Plan.  The
percentage calculation is based on the shares outstanding plus the
shares that may be acquired pursuant to Vested Options granted to
members of the Rosemore Group other than Frank B. Rosenberg.

(e)       Includes 485,759 shares that may be acquired pursuant to
Vested Options granted under the 1994 Long-Term Plan or under the 1995
Management Stock Option Plan.  The percentage calculation is based on
the shares outstanding plus the shares that may be acquired pursuant
to Vested Options.

</FN>

<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


ROSEMORE.  Rosemore Holdings, Inc. ("Rosemore Holdings"), a Maryland
corporation and a wholly owned subsidiary of Rosemore, Inc., a
Maryland corporation, owns directly over 49% of the Company's Class A
Common Stock and over 11% of the Company's Class B Common Stock.
Trusts for the benefit of Henry A. Rosenberg, Jr. and for members of
his immediate family and for the benefit of his sisters, Ruth R.
Marder and Judith R. Hoffberger and for members of their immediate
families, hold all of the Rosemore stock.  Rosemore, Rosemore Holdings
and various individuals who are beneficial owners of Rosemore stock
are a "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act"); and
accordingly, the Rosemore Group has filed Schedule 13D's to report
their holdings of Class A and Class B Common Stock.

In early 1999 Rosemore agreed to participate in the Company's working
capital and letter of credit facility established pursuant to a Loan
and Security Agreement by and among Congress Financial Corporation, as
Administrative Agent for First Union National Bank and Congress
Financial Corporation, as Lenders, and Crown and various Crown
subsidiaries, as Borrowers.  Rosemore's participation resulted in an
increased credit limit under this facility.  Rosemore is compensated
at competitive rates for its participation in the facility.

The Company terminated its aircraft lease with General Electric
Capital Corporation in early 1999.  Rosemore subsequently entered into
an aircraft lease with General Electric Capital Corporation. Crown
then assigned its lease with the Maryland Aviation Administration of
hangar space at Martin State Airport to Rosemore, and Rosemore has
purchased from the Company the leasehold improvements, furniture and
various supplies and spare parts formerly used by the Company in
connection with its operation of the aircraft and the related charter
activities.

During the first quarter of 2000, the Company negotiated agreements
with Rosemore whereby Rosemore will provide up to $66 million in
performance guarantees relative to the Company's purchase of crude
oil, feedstock and other petroleum products and up to $10 million in
cash borrowing availability.  Rosemore will be compensated at
competitive rates for its performance guarantees and cash borrowing
availability.

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



[This space intentionally left blank]

<PAGE>





                            PART IV


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
19 through 40 of this report:

  -  Consolidated Statements of Operations -- Years ended December 31,
     1999, 1998 and 1997

  -  Consolidated Balance Sheets -- December 31, 1999 and 1998

  -  Consolidated Statements of Changes in Common Stockholders'
     Equity -- Years ended December 31, 1999, 1998 and 1997

  -  Consolidated Statements of Cash Flows -- Years ended December 31,
     1999, 1998 and 1997

  -  Notes to Consolidated Financial Statements -- December 31, 1999


(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 was previously filed with the Registrants' Proxy
      Statement dated March 15, 1996 for the Annual Meeting of
      Shareholders held on April 25, 1996 as Exhibit A of Appendix A,
      herein incorporated by reference.

 (b)  Bylaws of Crown Central Petroleum Corporation as amended and
      restated at July 30, 1998 was previously filed with the
      Registrant's Form 10-Q for the quarter ended June 30, 1998 as
      Exhibit 3, herein incorporated by reference.

 (c)  Articles Supplementary setting forth the designation, preferences
      and rights of the Series A Junior Participating Preferred Stock
      and the Series B Junior Participating Preferred Stock of Crown
      Central Petroleum Corporation dated February 1, 2000, previously
      filed as Exhibit 1 to the Form 8-A filed by the Company on
      February 3, 2000 registering the Series A Rights and the Series B
      Rights under the Exchange Act and incorporated herein by
      reference.

 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, herein
      incorporated by reference.

 (b)  Amendment No. 1, 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

<PAGE>

 (e)  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.

 (f)  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.

 (g)  Rights Agreement dated as of February 1, 2000 between the Company
      and First Union National Bank, as Rights Agent, previously filed
      as Exhibit 1 to the Form 8-A filed by the Company on February 3,
      2000 registering the Series A Rights and the Series B Rights
      under the Exchange Act and incorporated herein 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)  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.

 (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)  Crude oil processing agreement between the Registrant and Statoil
      Marketing and Trading (US) Inc. was previously filed with the
      Registrant's Form 10-Q for the quarter ended September 30, 1998
      as Exhibit 10, herein incorporated by reference.  Certain
      portions of the Agreement have been omitted because of their
      confidential nature, and have been filed separately with the
      Securities and Exchange Commission marked "Confidential
      Treatment".

 (k)  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.

 (l)  The 1994 Long-Term Incentive Plan, as amended and restated
      effective as of December 17, 1998, was previously filed as
      Exhibit 10(l) with the Registrant's Form 10-K for the year
      ended December 31, 1998, herein incorporated by reference.

 (m)  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.

 (n)  Executive Severance Plan, as amended and restated effective as of
      December 17, 1998, was previously filed as Exhibit 10(n) with the
      Registrant's Form 10-K for the year ended December 31, 1998,
      herein incorporated by reference.

 (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)  Advisory and Consultancy Agreement dated October 28, 1993 between
      Jack Africk, Director and Crown Central Petroleum Corporation was
      previously filed with the Registrant's Form 10-Q for the quarter
      ended September 30, 1994 as Exhibit 99, herein incorporated by
      reference.

 (q)  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.

 (r)  1999 Long-term Incentive Plan

<PAGE>

 21   SUBSIDIARIES OF THE REGISTRANT
      Exhibit 21 is included on page 54 of this report.

 23   CONSENT OF INDEPENDENT AUDITORS
      Exhibit 23 is included on page 55 of this report.

 24   POWER OF ATTORNEY
      Exhibit 24 is included on page 56 of this report.

 27   FINANCIAL DATA SCHEDULE
      (a)   December 31, 1999
      (b)   December 31, 1998 - as revised

 99   Form 11-K will be filed under cover of Form 10-K/A by June 29,
      2000.


 (B) REPORTS ON FORM 8-K

     There were no reports filed on Form 8-K for the three months ended
     December 31, 1999.  Reports filed on Form 8-K during the period
     from January 1, 2000 to March 28, 2000 are as follows:

     Form 8-K dated February 3, 2000
             Item 5. Other Events -- Adoption of Shareholders' Rights
               Plan
             Item 7. Financial Statements and Exhibits - Exhibit No.
               3(i) Articles Supplementary setting forth the
               designation, preferences and rights of the Series A and
               Series B Junior Participating Preferred stock of Crown
               Central Petroleum Corporation dated February 1, 2000;
               Exhibit No. 4 Rights Agreement dated as of February 1,
               2000; and Exhibit No. 99 Press Release relating to
               adoption of Shareholders' Rights Plan.
          Form 8-K dated March 7, 2000
             Item 5. Other Events - Proposal Received from Rosemore,
               Inc.
             Item 7. Financial Statements and Exhibits - Exhibit No.
               99.1 Proposal received from Rosemore and Exhibit No.
               99.2 Press Release relating to the Rosemore proposal.

          Form 8-K dated March 10, 2000
             Item 5. Other Events - Proposal Received from Apex Oil
               Company, Inc.
             Item 7. Financial Statements and Exhibits - Exhibit No.
               99.1 Proposal received from Apex and Exhibit No. 99.2
               Press Release relating to the Apex proposal.

          Form 8-K dated March 13, 2000
             Item 5. Other Events - Rosemore's Extension of the
               expiration date on its March 6, 2000 proposal.
             Item 7. Financial Statements and Exhibits - Exhibit No.
               99.1 Proposal received from Rosemore and Exhibit No.
               99.2 Press Release relating to the extension of the
               Rosemore proposal.

          Form 8-K dated March 17, 2000
             Item 5. Other Events - Extension of the expiration dates
               of the, Apex Oil Company and Rosemore proposals.
             Item 7.  Financial Statements and Exhibits - Exhibit No.
               99.1 Press release relating to the extension of the Apex
               proposal and Exhibit No. 99.2 Press Release relating to
               the extension of the Rosemore proposal.

NOTE: Certain exhibits listed on pages 51 through 53 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>


                                                         EXHIBIT 21



                           SUBSIDIARIES



1. SUBSIDIARIES AS OF DECEMBER 31, 1999, 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>



                                                            EXHIBIT 23



                   CONSENT OF INDEPENDENT AUDITORS




We consent to the use of our report dated February 24, 2000, except for
Note N, as to which the date is March 28, 2000, with respect to the
consolidated financial statements of Crown Central Petroleum Corporation
and Subsidiaries for the year ended December 31, 1999 included in this
Form 10-K/A.

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 February 24, 2000,
except for Note N, as to which the date is March 28, 2000, with respect
to the consolidated financial statements of Crown Central Petroleum
Corporation and Subsidiaries included in this Form 10/KA for the year
ended December 31, 1999.



								/s/--ERNST & YOUNG LLP


Baltimore, Maryland
April 20, 2000

<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,
1999 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
2/24/00
Henry A. Rosenberg, Jr.                  and Chief Executive Officer
                                         (Principal Executive Officer)

/s/---Jack Africk                        Director
2/24/00
Jack Africk

/s/---George L. Bunting, Jr.             Director
2/24/00
George L. Bunting, Jr.

/s/---Michael F. Dacey                   Director
2/24/00
Michael F. Dacey

/s/---Thomas M. Gibbons                  Director
2/24/00
Thomas M. Gibbons

/s/---Patricia A. Goldman                Director
2/24/00
Patricia A. Goldman

/s/---William L. Jews                    Director
2/24/00
William L. Jews

/s/---Harold E. Ridley, Jr.              Director
2/24/00
Reverend Harold E. Ridley, Jr., S.J.

/s/---John E. Wheeler, Jr.               Executive Vice President -
2/24/00
John E. Wheeler, Jr.                     Chief Financial Officer
                                         (Principal Financial Officer)

/s/---Jan L. Ries                        Controller
2/24/00
Jan L. Ries                             (Chief Accounting Officer)


<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 Amendment on Form
10-K/A to its Annual Report on Form 10-K 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: April 20, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on April 20, 2000 by the following persons on
behalf of the registrant and in the capacities indicated:


            *                                    *
--------------------------------       ----------------------------------
Jack Africk, Director                  Patricia A. Goldman, Director


            *                                    *
--------------------------------       ----------------------------------
George L. Bunting, Jr., Director       William L. Jews, Director


            *                                    *
--------------------------------       ----------------------------------
Michael F. Dacey, Director             Rev. Harold E. Ridley, Jr., S.J.,
                                       Director

            *                                    *
--------------------------------       ----------------------------------
Thomas M. Gibbons, Director            Henry A. Rosenberg, Jr., Director
                                       Chairman of the Board, President
                                       and Chief Executive Officer



                                      *By Power of Attorney (Jan L. Ries)