<PAGE>


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

                                      FORM 10-K
                                      FORM 10-K
                                      FORM 10-K

          (Mark One)
             [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE
                   SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                    For the fiscal year ended  
                                               
                                               December 31, 1995
                                               December 31, 1995
                                               December 31, 1995
                                         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
                         CROWN CENTRAL PETROLEUM CORPORATION
                         CROWN CENTRAL PETROLEUM CORPORATION
               (Exact name of registrant as specified in its charter)

                    MARYLAND 
                    MARYLAND 
                    MARYLAND                    52-0550682                 
                                                52-0550682                 
                                                52-0550682                 
          (State or other jurisdiction of    (I.R.S. Employer   
          incorporation or organization    Identification Number)


          ONE NORTH CHARLES STREET
          ONE NORTH CHARLES STREET
          ONE NORTH CHARLES STREET
          BALTIMORE, MARYLAND  
          BALTIMORE, MARYLAND  
          BALTIMORE, MARYLAND                     21201   
                                                  21201   
                                                  21201                    
          (Address of principal executive offices)              
                                                (Zip Code)                 

          Registrant's telephone number, including area code:
          (410) 539-7400
<PAGE>

          2
          Securities registered pursuant to Section 12(b) of the
          Securities registered pursuant to Section 12(b) of the
          Securities registered pursuant to Section 12(b) of the
          Act:
          Act:
          Act:

                                                      Name of Each Exchange
                                                      Name of Each Exchange
                                                      Name of Each Exchange
                  Title of Each Class
                  Title of Each Class
                  Title of Each Class                 on which Registered 
                                                      on which Registered 
                                                      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
          Securities registered pursuant to Section 12(g) of the
          Securities registered pursuant to Section 12(g) of the
          Act:  None
          Act:  None
          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, 1995 was 
                                                    
                                                    $96,954,000.

          The number of shares outstanding at January 31, 1996 of
          the registrant's $5 par value Class A and Class B
          Common Stock was 4,817,392 shares and 5,135,558 shares,
          respectively.

                         DOCUMENTS INCORPORATED BY REFERENCE
          Portions of the Proxy Statement for the Annual Meeting
          of Stockholders on April 25, 1996 are incorporated by
          reference into Items 10 through 13, Part III.

          <PAGE>

                         Crown Central Petroleum Corporation
                         Crown Central Petroleum Corporation
                         Crown Central Petroleum Corporation
                                  and subsidiaries
                                  and subsidiaries
                                  and subsidiaries


                                  Table of Contents
                                  Table of Contents
                                  Table of Contents

                                                                       Page
                                                                       Page
                                                                       Page

          PART I
          PART I
          PART I

          Item 1   Business............................................ l

          Item 2   Properties.......................................... 3

          Item 3   Legal Proceedings................................... 8

          Item 4   Submission of Matters to a Vote of
                   Security Holders.................................... 8
<PAGE>

                                                                          3

          PART II
          PART II
          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 8   Financial Statements and Supplementary
          Data     ..................................................18

          Item 9   Changes in and Disagreements with
          Auditors on
                   Accounting and Financial Disclosure................. 35

          PART III
          PART III
          PART III

          Item 10  Directors and Executive Officers of the
          Registrant................................................... 37

          Item 11  Executive Compensation.............................. 37

          Item 12  Security Ownership of Certain
                   Beneficial Owners and Management.................... 37

          Item 13  Certain Relationships and Related
          Transactions................................................. 37


          PART IV
          PART IV
          PART IV

          Item 14  Exhibits, Financial Statement Schedules
                   and Reports on Form 8-K............................. 37


          <PAGE>

                                       PART I
                                       PART I
                                       PART I



          Item 1.  BUSINESS
          Item 1.  BUSINESS
          Item 1.  BUSINESS

          General

          Crown Central Petroleum Corporation and
          subsidiaries (the Company), which traces its
          origins to 1917, is one of the largest independent
          refiners and marketers 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
<PAGE>

          4
          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 348 gasoline
          stations and convenience stores located in the
          Mid-Atlantic and Southeastern United States.  In
          support of these businesses, the Company operates
          16 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 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 85%
          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 $84
          million for environmental compliance, upgrading,
          expansion and process improvements at its two
          refineries.  As a result of these expenditures,
          the Pasadena refinery has one of the highest rates
          of conversion to higher margin fuels, according to
          a recent industry study.  The Tyler refinery
          enjoys essentially the same product yield
          characteristics as the Pasadena refinery.

          The Company is the largest independent retail
          marketer in its core retail market areas within
          Maryland, Virginia and North Carolina.  In the
          Company's primary retail marketing region of
          Baltimore, Maryland, the Company is the leading
          independent gasoline retailer, with a 1995 market
          share of approximately 12%.  In addition to its
          leading market position in Baltimore, the Company
          has a geographic concentration of retail locations
          in high growth areas such as Charlotte and
          Raleigh, North Carolina and Atlanta, Georgia. 
          Over the past several years, the Company has
          rationalized and refocused its retail operations,
          resulting in significant improvements in average
          unit performance and positioning these operations
          for growth from a profitable base.  For the year
          ended December 31, 1995, average merchandise sales
          per unit increased 11.6% on a same store basis
          when compared with 1994.  The Company has made
          substantial investments of approximately $25
<PAGE>

                                                                          5
          million at its retail locations pursuant to
          environmental requirements from 1989 to 1995 and
          believes that over 58% of its retail units are
          currently in full or substantial compliance with
          the 1998 underground storage tank environmental
          standards.

          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, 1995, the Company employed 3,009
          employees.  The total number of employees
          increased approximately 1% from year-end 1994.

                                 -1-

          <PAGE>

          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
          cleanup 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, terminal operations and
          retail marketing.  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
          comply with federal, state and local provisions. 
          A more detailed discussion of environmental
          matters is included in Note A and Note I of Notes
          to Consolidated Financial Statements on pages 23
          and 31 of this report, and in Management's
          Discussion and Analysis of Financial Condition and
          Results of Operations on pages 11 through 16 of
          this report.


          Competitive Conditions
<PAGE>

          6
          Oil industry refining and marketing is highly
          competitive.  Many of the Company's principle
          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 principle competitive factors affecting the
          Company's refining operations are crude oil and
          other feedstock costs, 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 selectively enters into forward hedging
          and option contracts to minimize price
          fluctuations for a portion of its crude oil and
          refined products.  As such, 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 principle competitive factors affecting the
          Company's retail marketing operations are
          locations of stores, product price and 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 principle 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
          for periods in excess of 25 days or $5 million
          resulting from fire, explosions and certain other
          insured casualties.

                                 -2-

          <PAGE>

          Item 2.   PROPERTIES
          Item 2.   PROPERTIES
          Item 2.   PROPERTIES

          Refining Operation
          Refining Operation
          Refining Operation

          Overview
          Overview
          Overview
<PAGE>

                                                                          7

          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 85% higher margin fuels, primarily
          transportation fuels such as gasoline, highway
          diesel and jet fuel, as well as home heating oil.
          When operating to maximize the production of light
          products, the product mix at both of the
          Refineries is approximately 55% gasoline, 33%
          distillates (such as diesel, home heating oil, jet
          fuel, and kerosene), 6% petrochemical feedstocks
          and 6% slurry oil and petroleum coke.

          The Pasadena refinery and Tyler refinery averaged
          production of 105,375 barrels per day and 49,440
          barrels per day, respectively, during 1995.  While
          both refineries primarily run sweet (low sulphur
          content) crude oil, they can process up to 20%
                                                       %
                                                       % of
          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."

          Over the past several years, the Company has made
          significant capital investments to upgrade its
          refining facilities and improve operational
          efficiency. The Company has also recently
          completed several programs which have resulted in
          increased profitability at the refinery level. The
          Company began a maintenance expense reduction
          program at the Pasadena Refinery in 1992. This
          program is designed to reduce routine maintenance
          expenditures by increasing project reliability,
          reducing the use of outside contractors,
          decreasing the overall amount of overtime
<PAGE>

          8
          expenditures and realigning maintenance personnel
          responsibilities. The result of this program has
          been to reduce average maintenance expenditures
          from $1.6 million per month in 1991 to
          approximately $1 million per month in 1995. The
          Company has also initiated a gain sharing program
          with its employees at the Tyler Refinery under
          which savings realized are shared with the
          employees on a quarterly basis.


          Pasadena Refinery
          Pasadena Refinery
          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 since
          1969 and today has a rated crude capacity of
          100,000 barrels per day. During the past five
          years, the Company has invested approximately $106
          million in major upgrades and maintenance
          projects.

          The Company's refining strategy includes several
          initiatives to enhance productivity. For example,
          the Company has completed an extensive plant-wide
          distributed control system at the Pasadena
          refinery 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.

                                 -3-

          <PAGE>

          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
          two reformers with a combined capacity of 36,000
          barrels per day. Other units include two
          depropanizer units that can produce 5,500 barrels
          per day of refinery grade propylene, a liquefied
          petroleum gas unit that removes approximately
          1,000 barrels per day of liquids from the refinery
          fuel system and a methyl tertiary butyl ether
          ("MTBE") unit which can produce approximately
          1,500 barrels per day of MTBE for gasoline
          blending. In 1994, the Company abandoned its plans
          to construct a hydrodesulphurization unit at its
          Pasadena Refinery. See "Management's Discussion
          and Analysis of Financial Condition - Results of
          Operations".
<PAGE>

                                                                          9

          The Clean Air Act mandates that after January 1,
          1995 only reformulated gasoline ("RFG") may be
          sold in certain ozone non-attainment areas,
          including some metropolitan areas where the
          Company sells gasoline. Using production from its
          MTBE unit, the Pasadena refinery can currently
          produce 12,000 barrels per day of winter grade
          RFG. With additional purchases of MTBE, ethanol or
          other oxygenates, all of the Pasadena refinery's
          current gasoline production could meet winter
          grade RFG standards. The Company is in the process
          of constructing a reformate splitter at its
          Pasadena refinery at a cost of $3.5 million which
          will enable it to make 12,000 barrels per day of
          summer grade RFG using its own MTBE, and up to
          100% of its Pasadena refinery gasoline production
          as summer grade RFG with the purchase of
          additional oxygenates. This project is expected to
          be completed in 1996 and will enable the Company
          to satisfy all of its retail RFG requirements.

          In 1995, the Pasadena refinery operated at
          approximately 88% of rated crude unit capacity
          with production yielding approximately 60%
          gasoline and 28% distillates.  Of the total
          gasoline production, approximately 19% was premium
          octane grades.  In addition, the Pasadena refinery
          produced and sold by-products including propylene,
          propane, slurry oil, petroleum coke and sulphur.

          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 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 52% of the
          Pasadena refinery's total gasoline production
          capability.


          Tyler Refinery
          Tyler Refinery
          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. This refinery, which was acquired
          from Texas Eastern Corporation in the fourth
<PAGE>

          10
          quarter of 1989, had been substantially modernized
          between 1977 and 1980. The Tyler refinery's
          location provides access to nearby high quality
          East Texas crude oil which accounts for
          approximately 95% 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
          for use of the Scurlock system with Scurlock
          Permian Pipe Line Corporation. 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 hydrotreating units were
          significantly modified in 1993 enabling this plant
          to produce 12,000 barrels per day of distillate
          which meets the Clean Air Act's .05% sulphur
          requirements for highway diesel.

                                 -4-

          <PAGE>

          In 1995, the Tyler refinery operated at
          approximately 90% of rated crude unit capacity,
          with production yielding approximately 56%
          gasoline and approximately 34% distillates. Of the
          total gasoline production, approximately 32% 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 60% of production sold
          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 truck
          terminal sales.
<PAGE>

                                                                         11
          Retail Operations
          Retail Operations
          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. In 1983 the Company
          significantly expanded its retail presence with
          the acquisition of 642 Fast Fare and Zippy Mart
          convenience stores located in the Southeastern
          United States. In 1986 the Company purchased an
          additional 50 gasoline stations, expanding the
          Company's presence in the Baltimore/Washington,
          D.C. region, and in 1991, the Company acquired 48
          additional units in Virginia which doubled its
          presence in that state.  Additionally, in 1995,
          the Company acquired 13 retail units in North
          Carolina and 2 retail units in Georgia.

          Beginning in 1989, the Company conducted a
          facility by facility review of its retail units.
          As a result, the Company disposed of non-
          strategic, marginal or unprofitable units as well
          as certain units which would have required
          significant capital improvements to comply with
          environmental regulations. During this period, the
          Company rebuilt and added individual units to
          increase its market share in strategic core
          markets. Since 1990, the Company has eliminated
          440 retail units and added 62 retail units. During
          the same period, the Company closed a number of
          district offices and divisional headquarters. The
          Company believes it has substantially completed
          its retail unit rationalization program.

          As of December 31, 1995, the Company had 348
          retail locations. Of these 348 units (234 owned
          and 114 leased), the Company directly operated 244
          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
<PAGE>

          12
          unit volumes are not as highly seasonal or
          dependent on seasonal vacation traffic as
          locations operating on major traffic arteries. The
          Company is the largest independent retail marketer
          of gasoline in its core retail market areas within
          Maryland, Virginia and North Carolina. In the
          Company's primary retail marketing area of
          Baltimore, Maryland, the Company is the leading
          independent gasoline retailer, with a 1995 market
          share of approximately 12%.  In addition to its
          leading market position in Baltimore, the Company
          has a geographic concentration of retail locations
          in high growth areas such as Raleigh and
          Charlotte, North Carolina and Atlanta, 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.

                                 -5-

          <PAGE>

          Retail Unit Operations
          Retail Unit Operations
          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, 1995, the Company had 81
          convenience stores, 130 mini-marts and _
                                                  137
          gasoline stations.

          The Company's convenience stores operate primarily
          under the names Fast Fare and Zippy Mart. 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, snacks,
          dairy products and baked goods.

          The Company's mini-marts generally contain up to
          800 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 at most of its
          locations which extend over the multi-pump fuel
          islands and the store itself, providing 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
<PAGE>

                                                                         13
          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. The Company has conducted customer
          surveys which indicate strong consumer preference
          for units which are well-lighted and safe.  In
          response to such customer preferences, the Company
          has initiated a system-wide lighting upgrade and
          safety enhancement program which includes the
          installation of improved lighting as well as the
          installation of its proprietary Coronet Security
          System, an interactive audio and video monitoring
          system, at over 180 of its units.

          While the Company derives approximately 75% 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, and management
          continues to evaluate the addition of new
          ancillary services such as the marketing of fast
          food from major branded chains.


          Dealer Operations
          Dealer Operations
          Dealer Operations

          The Company maintains 104 dealer-operated units,
          103 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 also 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
<PAGE>

          14
          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.

                                 -6-

          <PAGE>

          Supply, Transportation and Wholesale Marketing
          Supply, Transportation and Wholesale Marketing
          Supply, Transportation and Wholesale Marketing

          Supply
          Supply
          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 distribute its products cost
          effectively 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
          Transportation
          Transportation

          Most of the domestic crude oil processed by the
          Company at its Pasadena refinery is transported by
          pipeline. The Company's purchases of Alaskan and
          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 35% of
          total crude supply and are delivered by tanker.
          Most of the crude for the Tyler refinery is
          gathered from local East Texas fields and
          delivered by two pipeline systems, one of which is
          owned by the Company. Foreign crude also can be
          delivered to the Tyler refinery by pipeline from
          the Gulf Coast.


          Terminals
          Terminals
          Terminals

          The Company operates 11 product terminals located
          along the Colonial and Plantation pipelines from
          the Pasadena refinery to Elizabeth, New Jersey
          and, in addition to the terminal at the Tyler
          refinery, operates four product terminals located
<PAGE>

                                                                         15
          along the Texas Eastern Products Pipeline system.
          These terminals have a combined storage capacity
          of 2.7 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
          Wholesale Marketing
          Wholesale Marketing

          Approximately 16% 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 long-term product
          exchange agreements for approximately one-third 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.
          The terms of these agreements extend through March
          1998 and December 1999, respectively, and require
          the exchange of 8,400 barrels per day and 9,800
          barrels per day, respectively. 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.

                                 -7-

          <PAGE>

          Item 3.  LEGAL PROCEEDINGS
          Item 3.  LEGAL PROCEEDINGS
          Item 3.  LEGAL PROCEEDINGS


          The Company is involved in various matters of
          litigation, the ultimate determination of which,
          in the opinion of management, will not have a
          material adverse effect on the Company.  The
          Company's legal proceedings are further discussed
          in Note I of Notes to Consolidated Financial
          Statements on page 31 of this report.

          In October 1994, the Texas Natural Resource
          Conservation Commission (``
                                    TNRCC'') issued a
          Notice of Violation (``
                                NOV'') with respect to
          certain alleged violations at the reformer unit at
          the Pasadena refinery, which the Company had self-
<PAGE>

          16
          reported earlier that year.  The Company and the
          TNRCC staff are currently working to resolve the
          issues raised by the NOV.

          The Company recently reached agreement with the
          Environmental Protection Agency to settle charges
          set forth in an Administrative Complaint regarding
          alleged exceedances of the Pasadena refinery's
          Clean Water Act permit.  Under the settlement, the
          Company has agreed to pay a penalty of $100,100. 
          The settlement covers all violations of the permit
          that have occurred within a five-year period.

          The Pasadena refinery and many of the Company's
          other facilities are involved in a number of other
          environmental enforcement actions or are subject
          to agreements, orders or permits that require
          remedial activities.  Environmental expenditures,
          including these matters, 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 16 of this report, and in Note I of Notes
          to Consolidated Financial Statements on page 31 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.

          In addition, the Company has been named by the EPA
          and by several state environmental agencies as a
          potentially responsible party at various federal
          and state Superfund sites.  The Company's exposure
          in these matters has either been resolved or is __
                                                          de

          _______
          minimis and is not expected to have a material

          adverse effect on the Company.

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

          The Company's collective bargaining agreement with
          the Oil Chemical & Atomic Workers Union (``
                                                    OCAW'')
          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 the Company implemented a lock-out of
          employees in the collective bargaining unit at the
          Pasadena facility.  OCAW subsequently filed unfair
          labor practice charges with the National Labor
          Relations Board (``
                            NLRB'').  The Company believes
          the charges are unfounded and has filed answers to
          the charges with the NLRB.
<PAGE>

                                                                         17

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

                                 -8-

          <PAGE>

                                       PART II
                                       PART II
                                       PART II


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

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

     <TABLE>
     <CAPTION>
                   Common Stock Market Prices and Cash Dividends
                   Common Stock Market Prices and Cash Dividends
                   Common Stock Market Prices and Cash Dividends

                                        ___________
                                                           __________
                                                                     

                                       _____________
                                       1995              _____________
                                                         1994         


                                        Sales Price       Sales Price
                                               ______
                                                  Low
                                         __
                                                           __
                                                                 ______
                                                                    Low

                                       _____
                                       High      _
                                                         _____
                                                         High      _
                                                                    


                   <S>                        <C>         <C>           <C>   
         <C>   
      
         CLASS A COMMON STOCK
         CLASS A COMMON STOCK
         CLASS A COMMON STOCK
                First Quarter ......      $15     $11               $14
                                                            $21
                                          1/8     7/8               3/8
                                                            7/8
                Second Quarter         17 7/8
                               .....           13 7/8    24 1/4   17   
                                                                       
                Third Quarter          16 7/8
                              ......           15 1/8    19 1/2  17 1/8
                Fourth Quarter .....   16 1/4  13 5/8    18 3/8  12 3/8

                         Yearly        17 7/8
                               .....           11 7/8    24 1/4  12 3/8


         CLASS B COMMON STOCK
         CLASS B COMMON STOCK
         CLASS B COMMON STOCK
                First Quarter ......      $14     $11               $13
                                                            $20
                                          5/8     5/8       1/8     5/8
                Second Quarter .....   17 3/4  13 3/8    23 1/8  15 3/8
                Third Quarter ......   16 3/4  14 7/8     18     16 1/8
                                                               
                Fourth Quarter .....    16     11 5/8    16 5/8  11 5/8
                                             
<PAGE>

          18
                         Yearly.....   17 3/4  11 5/8    23 1/8  11 5/8

          <FN>

          The payment of cash dividends is dependent upon future earnings,
          capital requirements, overall financial condition and
          restrictions as described in Note C of Notes to Consolidated
          Financial Statements on page 26 of this report.  There were no
          cash dividends declared on common stock in 1995 or 1994.

          The approximate number of shareholders of the Company's common
          stock, based on the number of record holders on December 31, 1995
          was:

              Class A Common Stock .....        689
              Class B Common Stock .....        845


          Transfer Agent & Registrar
          Transfer Agent & Registrar
          Transfer Agent & Registrar
          The First National Bank of Boston
          Boston, Massachusetts

          </TABLE>

                                         -9-

          <PAGE>

          <TABLE>
          <CAPTION>

          Item 6.
          Item 6.
          Item 6. SELECTED FINANCIAL DATA
                  SELECTED FINANCIAL DATA
                  SELECTED FINANCIAL DATA

          The  selected consolidated financial data for the Company set
          forth below for the five years ended December 31, 1995 should be
          read in conjunction with the Consolidated Financial Statements.
          <S>                                                           <C>
                             <C>                  <C>                   <C>
                            <C>
                                  _______
                                     1995      ___
                                                  
                                                         __
                                                           
                                                                 __
                                                                       _______
                                                                          1991

                                     _
                                            ______
                                            1994      ______
                                                      1993     _____
                                                               1992       _
                                                                           

                                                         
                                     (Thousands of dollars except per share
                                                    amounts)

          Sales and operating     $1,864,6 $1,699,   $1,747,  $1,795,   $1,857,
                  ..............
          revenues                39       168       411      259       711
          (Loss) before
          extraordinary item and
            cumulative effect of
          changes in
            accounting            (67,367) (35,406   (4,300)  (13,278         )
                                                                        (6,026
          principles............                 )                 )
          Extraordinary item....  (3,257)
          Cumulative effect of
          changes in
          accounting principles                                7,772
          Net (loss)............  (70,624  (35,406
                                         )           (4,300)        )
                                                              (5,506          )
                                                                        (6,026
<PAGE>

                                                                         19
                                                 )
          Total assets..........  583,214  704,076   656,178  675,337   687,816
          Long-term debt........  128,506   96,632   65,579   61,220    88,646





          Per Share Data:
          Per Share Data:
          Per Share Data:
          (Loss) before
          extraordinary
            item and cumulative
          effect of
          changes in accounting    (6.95     (3.63
                                        )                  )
                                                       (.44
                                                  )            (1.35)         )
                                                                          (.61
          principles............
          Net (loss)............   (7.28     (3.63
                                        )                  )
                                                       (.44
                                                  )                 )
                                                                (.56          )
                                                                          (.61

          Cash Dividends
          Cash Dividends
          Cash Dividends
          Declared:
          Declared:
          Declared:
          Class A Common........                                 .20       .80
          Class B Common........                                 .20       .80

          <FN>

          The extraordinary loss in 1995, which was recorded in the first
          quarter,  resulted from the early retirement of the remaining
          principle 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 unfavorably impacted 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 .
                                                                       ''

          The net loss in 1994 was unfavorably impacted by a pre-tax write-
          down of $16.8 million in the third quarter relating to the
          abandonment of plans to construct a hydrodesulphurization unit at
          the Pasadena refinery.

          </TABLE>

                                        -10-

          <PAGE>

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

          General
          General
          General

          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. 
          The Company has instituted programs designed to
          manage profit margins by minimizing the Company's
<PAGE>

          20
          exposure to the risks of price volatility related
          to the acquisition, conversion and sale of crude
          oil and refined petroleum products.  These
          programs include hedging activities such as the
          purchase and sale of futures and options contracts
          to mitigate the effect of fluctuations in the
          prices of crude oil and refined products.  While
          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 discussed below.  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 and a representative amount of total
          gasoline sold at the Company's retail units:

          <TABLE>
          <CAPTION>

            ____________________
            Earnings Sensitivity
            ____________________
            Earnings Sensitivity
            ____________________
            Earnings Sensitivity 
                                 
                                 ________
                                  Change 
                                 ________
                                  Change 
                                 ________
                                  Change   
                                           
                                           _____________
                                           Annual Impact
                                           _____________
                                           Annual Impact
                                           _____________
                                           Annual Impact

            <S>                 <C>        <C>
            Refining margin ....$0.10/bbl$ 5.7 million
            Retail margin ......$0.01/gal$ 5.2 million

          </TABLE>

          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
<PAGE>

                                                                         21
          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.  In
          addition, the Company's use of the LIFO method may
          understate the value of inventories on the
          Company's consolidated balance sheet as compared
          to the value of inventories under the FIFO method.

                                 -11-

          <PAGE>

          Results of Operations
          Results of Operations
          Results of Operations

          The Company's Sales and operating revenues
          increased 9.7% in 1995 compared to a 2.8% decrease
          in 1994.  The Company's Sales and operating
          revenues and Costs and operating expenses include
          all Federal and State excise and other similar
          taxes which totaled $413.3 million, $380.6 million
          and $296.2 million in 1995, 1994 and 1993,
          respectively.  The 1994 increase in excise taxes
          was due primarily to the inclusion of more
          products in the taxable base that were exempt from
          excise taxes in prior years.  The 1995 increase in
          sales and operating revenues was due to a 5.8%
          increase in the average unit selling price of
          petroleum products and a 4.5% increase in
          petroleum product sales volumes.  Additionally,
          there was an 8.6% increase in excise taxes and a
          $4.4 million or 5% increase in merchandise sales.
           The 1994 decrease was primarily attributable to a
          5.7% decrease in petroleum product sales volumes
          resulting from planned reductions in operating
          runs due to deteriorating refinery gross margins
          in the third quarter of 1994 and a maintenance
          turnaround at the Pasadena refinery in the fourth
          quarter of 1994.  Additionally, there was a 4.8%
          decrease in the average unit selling price of
          petroleum products.  These decreases were
          partially offset by an increase in excise taxes as
          previously mentioned and a $5.8 million or 6.5%
          increase in merchandise sales.

          As previously mentioned, merchandise sales
          increased $4.4 million or 5% for the year ended
          December 31, 1995 compared to the same period in
          1994, while merchandise gross profit increased
          $2.3 million or 11.5% for the year ended December
<PAGE>

          22
          31, 1995 compared to the same period in 1994. 
          Merchandise gross margin (merchandise gross profit
          as a percent of merchandise sales) increased from
          23.3% to 24.7% for the years ended December 31,
          1994 and 1995, respectively.  These aggregate
          increases occurred despite a slight reduction in
          the number of operating units during the period,
          and are attributable to the Company's merchandise
          pricing program designed to increase per unit
          customer traffic and overall merchandise sales and
          gasoline volumes.  A key element of the program
          includes the reduction of prices on certain items
          such as tobacco products and beverages.  As a
          result of the strategy, aggregate merchandise
          gross profit, on a same store basis, increased
          20.9% in 1995 as compared to 1994.  Same store
          average monthly gasoline volumes and merchandise
          sales increased approximately 7% and 12%,
          respectively, in 1995 as compared to 1994.

          Gasoline sales accounted for 57.8% of total 1995
          revenues (excluding excise taxes), while
          distillates and merchandise sales represented
          24.2% and 6.8%, respectively.  This compares to a
          dollar mix from sales of 55.2% gasoline, 28.6%
          distillates and 7.2% merchandise in 1994; and
          56.4% gasoline, 30.4% distillates and 6.0%
          merchandise in 1993.

          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 (excluding excise taxes) during the last
          three years:

          <TABLE>
          <CAPTION>

          Sales of Principal Products
          Sales of Principal Products
          Sales of Principal Products
          millions of dollars              ________
                                             1995      _______
                                                        1994   _______
                                                                 1993 


                    <S>                    <C>        <C>      <C>    
                    Gasoline                $839.4     $728.6   $817.6
                    No. 2 Fuel & Diesel      335.7      296.6    369.7

          </TABLE>

          Costs and operating expenses increased 9.5% in
          1995, after decreasing .2% in 1994.  The 1995
          increase was attributable to an increase in the
          average cost per barrel consumed of crude oil and
          feedstocks of $1.62 or 9.54%.  Additionally, there
          were increases in volumes sold and in excise taxes
          as previously discussed.  The 1994 decrease was
          due primarily to a decrease in volumes sold and to
          a decrease in the average cost per barrel consumed
          of crude oil and feedstocks of $1.21 or 9.54%. 
<PAGE>

                                                                         23
          These decreases were partially offset by increases
          in excise taxes.

          The results of operations were affected by the
          Company's use of the last-in, first-out (LIFO)
          method to value inventory which results in a
          better matching of current revenues and costs. 
          The impact of LIFO was to decrease the Company's
          gross margins in 1995 and 1994 by $.12 per barrel
          ($6.7 million) and  $.35 per barrel ($19.0
          million), respectively, and to increase the
          Company's gross margins in 1993 by $.48 per barrel
          ($27.7 million).  The 1995 LIFO impact is net of a
          $3 million gross margin increase resulting from a
          liquidation of LIFO inventory base year dollars.

                                 -12-

          <PAGE>

          The Company has instituted programs designed to
          manage refining profit margins by minimizing the
          Company's exposure to the risks of price
          volatility related to the acquisition, conversion
          and sale of crude oil and refined petroleum
          products. These programs include hedging
          activities such as the purchase and sale of
          futures and option contracts to offset the effects
          of fluctuations in the prices of crude oil and
          refined products.  Such hedging activities are
          subject to specific policies and guidelines
          established by the Company and are reviewed by the
          Margin Management Committee composed of senior
          management and chaired by the Company's Chief
          Executive Officer.  The Company's policy is to
          manage its crude oil acquisition, refining, and
          product sales on a daily basis to achieve, at a
          minimum, prevailing margins available to
          comparable Gulf Coast refiners and, where
          appropriate, to pursue forward hedging
          opportunities which lock in attractive returns. 
          The number of barrels of crude oil and refined
          products covered by such hedging activities varies
          from time to time within certain limits
          established by the Margin Management Committee. 
          The Company's  hedging activities are intended to
          reduce volatility and provide an acceptable profit
          margin on a portion of production, however, the
          use of such a program can limit the Company's
          ability to participate in an improvement in
          related product profit margins.

          Total refinery production was: 154,800 barrels per
          day (bpd) in 1995, yielding 90,700 bpd of gasoline
          (58.6%) and 46,200 bpd of distillates (29.8%);
          147,700 barrels per day (bpd) in 1994, yielding
          79,800 bpd of gasoline (54.0%) and 48,200 bpd of
          distillates (32.6%); and 158,400 bpd in 1993,
          yielding 86,300 bpd of gasoline (54.5%) and 51,700
          bpd of distillates (32.6%).  Due to deteriorating
<PAGE>

          24
          refinery gross margins which occurred during the
          third quarter of 1994, the Company reduced
          operating runs at its Pasadena refinery. 
          Additionally, in 1994, overall refinery production
          was reduced by the fourth quarter's maintenance
          turnaround of the Pasadena refinery's Fluid
          Catalytic Cracking Unit (FCCU) and related units.
           The FCCU is the primary gasoline facility.  The
          turnaround was initially scheduled to be performed
          in the first quarter of 1995 but was performed in
          1994 due to depressed refinery gross margins. 
          Refinery production was slightly impacted in 1993
          by a scheduled maintenance turnaround in the
          second quarter at the Tyler refinery.  Due to poor
          refining margins late in the fourth quarter of
          1993, the Company announced that it had reduced
          runs at its Pasadena refinery by 20%.  The
          Company's finished product requirements in excess
          of its refinery yields and existing inventory
          levels are acquired through its exchange
          agreements or outright purchases.

          Selling and administrative expenses decreased 2.3%
          in 1995 after decreasing 7.6% in 1994.  The 1995
          decrease was primarily due to decreased corporate
          level administrative costs as a result of certain
          cost cutting programs initiated by the Company. 
          The 1994 decrease resulted primarily from
          decreased store level and marketing administrative
          costs associated with the sale or closing
          throughout 1993 and in early 1994 of retail
          marketing units which were either not profitable
          or did not fit with the Company's strategic
          direction, and cost reductions related to the
          company's administrative functions.  The 1993
          decrease is also attributable to reduced costs
          associated with the closing of retail units, and
          the consolidation of certain marketing field
          operations.  At December 31, 1995, the Company
          operated 267 retail gasoline facilities and 81
          convenience stores compared to 258 retail gasoline
          facilities and 99 convenience stores at December
          31, 1994 and 249 retail gasoline facilities and
          127 convenience stores at December 31, 1993. 
          Selling and administrative expenses in 1994
          include $.5 million in reorganization costs, while
          reorganization and office closure costs of $.7
          million are included in 1993.

          Operating costs and expenses in 1995, 1994 and
          1993 include $3.2 million, $1.9 million and $6.3
          million, respectively, related to environmental
          matters and $3.7 million, $3.0 million and $2.4
          million, respectively, related to retail units
          that have been closed.  Operating costs and
          expenses in 1995, 1994 and 1993 also include $.1
          million, $1.6 million and $1.8 million,
          respectively, of accrued non-environmental
          casualty related costs.
<PAGE>

                                                                         25
          Depreciation and amortization decreased 14.1% in
          1995. The 1995 decreases were primarily the result
          of decreases in refinery turnaround amortization
          due to a $10.4 million decrease in the total
          underlying value of the Pasadena Refinery FCCU
          turnaround being amortized in 1995 compared to the
          total underlying value of the FCCU turnaround that
          was being amortized in 1994.  Depreciation and
          amortization in 1994 was comparable to 1993.  The
          implementation 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''
                                    (SFAS 121), effective
          October 1, 1995, decreased 1995 depreciation and
          amortization by $1.9 million.

                                 -13-

          <PAGE>

          The loss from Write-downs of property, plant and
          equipment of $80.5 million in 1995 is due to the
          initial adoption of SFAS 121 effective October 1,
          1995.  While all of the Company's long-lived
          assets are subject to the provisions of SFAS 121,
          circumstances indicated the carrying amount of
          assets used in the operation of the Tyler refinery
          would not be recoverable. As such, a write-down to
          estimated fair value was recorded.  The estimated
          fair  value of these assets was determined by an
          independent appraisal.  There were no indications
          of possible impairment relating to the remainder
          of the Company's long-lived assets.  The loss of
          $16.8 million from Write-downs of property, plant
          and equipment in 1994 resulted from the
          abandonment of a project to construct a
          hydrodesulphurization unit at the Pasadena
          refinery.

          The loss of $2.3 million from Sales and
          abandonments in 1993 relates primarily to the
          write-down of the Sulphur Unit at the Pasadena
          refinery.

          Interest and other income in 1995 increased $3.8
          million compared to 1994.  The 1995 increase was
          primarily the result of increases in income of
          $2.3 million from the Company's wholly-owned
          insurance subsidiaries.  Additionally, interest
          income increased $1.4 million due to an increase
          in the average daily cash invested of $9.5 million
          and to an increase in the average daily rate on
          cash invested of 196 basis points.  Interest and
          other income in 1994 was comparable to 1993.

          Interest expense increased $6.9 million in 1995
          compared to 1994 and $.6 million in 1994 compared
          to 1993.  The 1995 increase was due primarily to
          an increase in the average daily cash borrowed of
          $59.4 million .  At December 31, 1995, there were
<PAGE>

          26
          additional outstanding borrowings of $31.9 million
          compared to December 31, 1994.  The additional
          outstanding borrowings are due to the sale of $125
          million of Unsecured 10.875% Senior Notes in
          January 1995 net of the repayment of the
          outstanding balance of the unsecured 10.42% Senior
          Notes and Unsecured Credit Agreement outstanding
          on December 31, 1994.  The 1994 increase includes
          $.4 million related to the Purchase Money Lien
          (Money Lien).  There was no interest expense
          related to the Money Lien in 1993.

          As previously discussed, in January 1995, the
          Company retired the remaining outstanding
          principal balance of the unsecured 10.42% Senior
          Notes (including a prepayment premium of $3.4
          million) with the proceeds from the sale of $125
          million of Unsecured 10 875% Senior Notes due
          February 1, 2005 which resulted in a net
          extraordinary loss in the first quarter of 1995 of
          $3.3 million (after reduction for the income
          benefit of $2 million).


          Liquidity and Capital Resources
          Liquidity and Capital Resources
          Liquidity and Capital Resources

          The Company's cash and cash equivalents were $12.8
          million lower at year-end 1995 than at year-end
          1994.  The decrease was attributable to $37.4
          million of net cash outflows from investment
          activities which were partially offset by cash
          inflows from financing activities and cash
          provided by operating activities of $20.4 million
          and $4.2 million, respectively.

          Net cash outflows from investment activities in
          1995 consisted principally of capital expenditures
          of $41 million (which includes $18.4 million for
          refinery operations and $20.6 million related to
          the marketing area) and $3 million of refinery
          deferred turnaround costs. The total outflows from
          investment activities were partially offset by an
          increase in cash of $6.8 million resulting from
          the consolidation of the Company's wholly-owned
          insurance subsidiaries. Prior to 1995, these
          wholly-owned insurance subsidiaries were accounted
          for under the equity method, and, as such, the
          cash held by these subsidiaries was not included
          in the consolidated cash balance.  Proceeds from
          the sale of property, plant and equipment of $6.4
          million also offset total outflows from investing
          activities.

          Net cash provided by financing activities in 1995
          relates to $20 million in net proceeds received
          from debt and credit agreement borrowings due
          primarily to the issuance in January 1995 of $125
          million of 10.875% Unsecured Senior Notes net of
          amounts used to repay outstanding balances
          relating to the unsecured 10.42% Senior Notes
<PAGE>

                                                                         27
          (including a prepayment premium) and Unsecured
          Credit Agreement borrowings.

                                 -14-

          <PAGE>

          The positive $4.2 million cash generated from
          operating activities in 1995 includes $3.4 million
          relating to working capital, resulting primarily
          from net decreases in accounts receivable and
          recoverable income taxes as well as increases in
          accrued liabilities.  Partially offsetting these
          working capital inflows were net decreases in
          crude oil and refined products payables and
          increases in the value of crude oil and finished
          products inventories.  The timing of collection of
          the Company's receivables is impacted by the
          specific type of sale and associated terms.  Bulk
          sales of finished products are typically sold in 
          25,000 barrel increments with three day payment
          terms.  Rack sales at the Company's product
          terminals are sold by truckload (approximately
          8,000 gallons) with seven to ten day payment
          terms.  While the Company's overall sales are
          aligned to its refining capability, receivables
          can vary between periods depending upon the
          specific type of sale and associated payment terms
          for sales near the end of a reporting period. 
          Cash provided by operating activities was also
          impacted by  cash outflows of $4.1 million of
          capitalized loan expenses related to the issuance
          of the Company's Unsecured 10.875% Senior Notes in
          January 1995 and to the new Unsecured Credit
          Agreement arranged in September 1995.
          The ratio of current assets to current liabilities
          was 1.22:1 at December 31, 1995 and 1994.  If FIFO
          values had been used for all inventories, assuming
          an incremental effective income tax rate of 38.5%,
          the ratio of current assets to current liabilities
          would have been 1.35:1 at December 31, 1995 and
          1.32:1 at December 31, 1994.

          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 a substantial capital investment
          will be required over the next several years to
          comply with existing regulations.  The Company
          believes that cash provided from its operating
          activities, together with other available sources
<PAGE>

          28
          of liquidity, including the remaining proceeds of
          the $125 million of Unsecured 10.875% Senior Notes
          and borrowings under the Credit Facility, will be
          sufficient to fund these costs. The Company had
          recorded a liability of approximately $16.1
          million as of December 31, 1995 to cover the
          estimated costs of compliance with environmental
          regulations which are not anticipated to be of a
          capital nature.  The liability of $16.1 million
          includes accruals for issues extending past 1997.

          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 cleanup
          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
          matters which would be expected to have a material
          adverse effect on the Company.

          During the years 1996-1998, the Company estimates
          environmental expenditures at the Pasadena and
          Tyler refineries, of at least $6.9 million and
          $13.5 million, respectively.  Of these
          expenditures, it is anticipated that $4.4 million
          for Pasadena and $8.1 million for Tyler will be of
          a capital nature, while $2.5 million and $5.4
          million, respectively, will be related to
          previously accrued non-capital remediation
          efforts.  At the Company's marketing facilities,
          capital expenditures relating to environmental
          improvements are planned totaling approximately
          $25.5 million through 1998.

          As discussed in Note C of Notes to Consolidated
          Financial Statements on page 26 of this report,
          effective  September 25, 1995, the Company entered
          into a new two year Revolving Credit Facility. 
          Management believes the new agreement will
          adequately provide anticipated working capital
          requirements as well as support future growth
          opportunities.  As a result of a strong balance
          sheet and overall favorable credit relationships,
           the Company has been able to maintain open lines
          of credit with its major suppliers.  Under the
          Revolving Credit Agreement (Credit Agreement), the
          Company had outstanding as of December 31, 1995,
          irrevocable standby letters of credit in the
          principal amount of $28.7 million for purposes in
<PAGE>

                                                                         29
          the ordinary course of business.  At December 31,
          1995, the Company was in compliance with all
          covenants and provisions of the Credit Agreement.
           Meeting the covenants imposed by the Credit
          Agreement is dependent, among other things, upon
          the level of future earnings.  The Company
          reasonably expects to continue to be in compliance
          with the covenants imposed by the Credit Agreement
          over the next twelve months.

                                 -15-

          <PAGE>

          At the Company's option, up to $37.5 million of
          the Unsecured 10.875% Senior Notes (Notes) may be
          redeemed at 110.875% of the principal amount at
          any time prior to February 1, 1998.  After such
          date, they may not be redeemed until February 1,
          2000 when they are redeemable at 105.438% of the
          principal amount, and thereafter at an annually
          declining premium over par until February 1, 2003
          when they are redeemable at par.  The Notes were
          issued under an Indenture which includes certain
          restrictions and limitations customary with senior
          indebtedness of this type including, but not
          limited to, the payment of dividends and the
          repurchase of capital stock.  There are no sinking
          fund requirements on the Notes.

          Also as discussed in Note C of Notes to
          Consolidated Financial Statements, in the fourth
          quarter of 1995, the Company terminated all
          outstanding interest rate swap agreements which
          had effectively converted $47.5 million  of its
          fixed rate debt to variable interest rate debt. 
          At December 31, 1995, the Company has recorded a
          deferred gain of $1.4 million which will be
          amortized into income over the remaining terms of
          the original swap agreements which range from 1996
          to 1998.   The Company may utilize interest rate
          swaps in the future to manage the cost of funds.

          The Purchase Money Lien (Money Lien) discussed in
          Note C of Notes to Consolidated Financial
          Statements on page 26  of this report, is secured
          by certain service station and terminal equipment
          and office furnishings having a cost basis of $6.5
          million.  The effective rate for the Money Lien is
          6.65%.  Ninety percent of the principal is payable
          in 60 equal monthly installments which commenced
          in February 1994 with a balloon payment of 10% of
          the principal payable in January 1999.

          As a result of Crown's strategy of obtaining a
          greater balance between gasoline production and
          retail marketing, 15 Conoco units were purchased
          in August 1995, 13 in North Carolina and 2 in
          Georgia. The high growth area of Greensboro, N.C.
          represents the largest concentration of these with
<PAGE>

          30
          9 additional locations bringing our presence in
          the state of North Carolina to 74 units.

          In January 1995, the Company retired the remaining
          outstanding principal balance of the unsecured
          10.42% Senior Notes (including a prepayment
          premium of $3.4 million) with the proceeds from
          the sale of $125 million of Unsecured 10.875%
          Senior Notes due February 1, 2005 which resulted
          in a net extraordinary loss in the first quarter
          of 1995 of $3.3 million.

          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 1996
          are projected to approximate $66.6 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
          that cash provided from its operating activities,
          together with other available sources of
          liquidity, including the remaining proceeds of the
          $125 million of Unsecured 10.875% Senior Notes
          (Notes) and the Unsecured Credit Agreement, will
          be sufficient over the next several years to make
          required payments of principal and interest on its
          debt, including interest payments due on the
          Notes, permit anticipated capital expenditures and
          fund the Company's working capital requirements. 
          Any major acquisition would likely require a
          combination of additional debt and equity.

          The Company places its temporary cash investments
          in high credit quality financial instruments which
          are in accordance with the covenants of the
          Company's financing agreements.  These securities
          mature within ninety days, and, therefore, bear
          minimal risk.  The Company has not experienced any
          losses on its 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 net
          income in the summer months than at other times of
          the year.  Gasoline sales, both at the Crown
          multi-pumps and convenience stores, are also
          somewhat seasonal in nature and, therefore,
          related revenues may vary during the year.  The
          seasonality does not, however, negatively impact
<PAGE>

                                                                         31
          the Company's overall ability to sell its refined
          products.

                                 -16-

          <PAGE>

          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 at the greater of $5 million or
          shutdowns for periods in excess of 25 days.

          The Company has disclosed in Note I of Notes to
          Consolidated Financial Statements on page 31 of
          this report, various contingencies which involve
          litigation, environmental liabilities and
          examinations by the Internal Revenue Service. 
          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, the Company has
          concluded, after consultation with counsel, that
          there is no reasonable basis to believe that the
          ultimate resolution of any of these contingencies
          will have a material adverse effect on the
          Company.  Additionally, as discussed in Item 3.
          Legal Proceedings on page 8 of this report, the
          Company's collective bargaining agreement at its
          Pasadena refinery expired on February 1, 1996, and
          on February 5, 1996, the Company invoked a lock-
          out of employees in the collective bargaining
          unit.  The Company has been operating the Pasadena
          refinery without interruption since the lock-out
          with management and supervisory personnel and
          intends to continue full operations until an
          agreement is reached with the collective
          bargaining unit.

          Effects of Inflation and Changing Prices
          Effects of Inflation and Changing Prices
          Effects of Inflation and Changing Prices

          The Company's Consolidated Financial Statements
          are prepared on the historical cost method of
          accounting and, as a result, do not reflect
          changes in the dollar's purchasing power.  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
<PAGE>

          32
          mitigating increased depreciation and operating
          costs. 

          In recent years, crude oil and refined petroleum
          product prices have been flat to falling which has
          resulted in a net reduction in working capital
          requirements.  If the prices increase in the
          future, the Company will expect a related increase
          in working capital needs.

                                 -17-

          <PAGE>

          Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          <TABLE>
          <CAPTION>

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



                                                    December 31
                                                  _____
                                                             _____
                                                                  

                                                ________
                                                1995       ________
                                                           1994    


          Assets
          Assets
          Assets
          <S>                                   <C>        <C>     

          Current Assets
          Current Assets
          Current Assets
           Cash and cash equivalents ........   $ 42,045   $ 54,868
           Accounts receivable, less allowance
          for
            doubtful accounts (1995--$1,531;     105,799    128,984
          1994--$1,908)......................
           Recoverable income taxes .........      4,137     16,075
           Inventories ......................     96,025     94,933
           Other current assets .............    ____
                                                     
                                                            ____
                                                                

                                                _____
                                                2,595      _____
                                                           1,264

            Total Current Assets
            Total Current Assets
            Total Current Assets ............    250,601     296,124



          Investments and Deferred Charges
          Investments and Deferred Charges
          Investments and Deferred Charges...     30,633     40,125



          Property, Plant and Equipment
          Property, Plant and Equipment
          Property, Plant and Equipment
                .............................
           Land                                   45,856     43,862
           Petroleum refineries .............    364,806    449,197
           Marketing facilities .............    189,272    183,638
           Pipelines and other equipment ....   ___
                                                           ___
                                                              
<PAGE>

                                                                         33
                                                ______
                                                24,404     ______
                                                           22,507

                                                 624,338    699,204

            Less allowance for depreciation .    _
                                                  
                                                             _
                                                              

                                                _______
                                                322,358    _______
                                                           331,377

               Net Property, Plant and
               Net Property, Plant and
               Net Property, Plant and           301,980    367,827
          Equipment
          Equipment
          Equipment..........................

                                                ________
                                                           ________
                                                                   

                                                ______
                                                           ______
                                                                 


                                                ________
                                                $583,214   ________
                                                           $704,076

                                                ________
                                                           ________
                                                                   


          <FN>

          See notes to consolidated financial statements

          </TABLE>

                                        -18-

          <PAGE>
          <TABLE>
          <CAPTION>

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




                                                     December 31
          Liabilities and Stockholders' Equity
          Liabilities and Stockholders' Equity
          Liabilities and Stockholders' Equity  _________
                                                  1995      _________
                                                              1994   


          <S>                                   <C>         <C>      
                                                 
          Current Liabilities
          Current Liabilities
          Current Liabilities
           Accounts payable:
             Crude oil and refined products     $112,036
                                            ..              $150,877
             Other ...........................    24,287      29,988
           Accrued liabilities ...............    66,788      51,500
           Current portion of long-term debt    _____
                                                     
                                             .               ___
                                                                

                                                _____
                                                1,559       ______
                                                            10,062

           Total Current Liabilities
           Total Current Liabilities
           Total Current Liabilities .........   204,670     242,427

          Long-Term Debt
          Long-Term Debt
          Long-Term Debt......................   128,506      96,632

          Deferred Income Taxes
          Deferred Income Taxes
          Deferred Income Taxes...............    27,995      73,402
<PAGE>

          34

          Other Deferred Liabilities
          Other Deferred Liabilities
          Other Deferred Liabilities..........    32,548      31,154


          Common Stockholders' Equity
          Common Stockholders' Equity
          Common Stockholders' Equity
           Class A Common Stock--par value $5
          per share:
           Authorized--7,500,000 shares;
           issued and outstanding shares--
           4,817,392 in 1995 and 1994 ........    24,087      24,087

           Class B Common Stock--par value $5
          per share:
           Authorized--7,500,000 shares;
           issued and outstanding shares--
           5,135,558 in 1995 and 4,985,706 in     25,678      24,929
              ................................
          1994

           Additional paid-in capital ........    92,249      90,549
           Unearned restricted stock .........    (3,733)           )
                                                              (1,266
           Retained Earnings .................  __________
                                                    51,214   __
                                                               
                                                             

                                                            _______
                                                            122,162

           Total Common Stockholders' Equity
           Total Common Stockholders' Equity
           Total Common Stockholders' Equity     189,495
                                             .                260,461
                                                              

                                                _________
                                                            _________
                                                                     

                                                _____
                                                            _____
                                                                 

                                                ________
                                                $583,214    ________
                                                            $704,076

                                                ________
                                                            ________
                                                                    


          <FN>

          See notes to consolidated financial statements

          </TABLE>

                                        -19-

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

                                                       Year Ended December 31
                                                    ______
                                                               ______
                                                                          ______
                                                                                

                                                   ________
                                                   1995       ________
                                                              1994       ________
                                                                         1993    

                                                                  _
                                                                   
          <S>                                      <C>        <C>        <C>     
                                                                             
          Revenues
          Revenues
          Revenues
           Sales and operating revenues
<PAGE>

                                                                         35
          (including excise taxes
           of 1995--$413,290; 1994--$380,610,      $1,864,63  $1,699,16  $1,747,41
          1993--$296,228)........................  9          8          1

          Operating Costs and Expenses
          Operating Costs and Expenses
          Operating Costs and Expenses
           Costs and operating expenses .........  1,753,886  1,602,104  1,604,696
           Selling and administrative expenses ..    82,792     84,754     91,714
           Depreciation and amortization ........    36,640     42,644     41,873
           Sales, abandonments and write-down of
          property, plant
               and equipment:
                   Write-down of property, plant     80,524     16,841
           and equipment ........................
                   Sales and abandonments of       ________
                                                               _______
                                                                      
                                                                           ______
                                                                                 
                                                                           
           property, plant and equipment ........
                                                          )
                                                   _____
                                                    (311             )
                                                              ______
                                                                (840     _______
                                                                           2,331

                                                   _
                                                              _
                                                                         _
                                                                          

                                                   _________
                                                   1,953,531  _________
                                                              1,745,503  _________
                                                                         1,740,614

          Operating (Loss) Income
          Operating (Loss) Income
          Operating (Loss) Income................          )
                                                    (88,892    (46,335      6,797
                                                                      )
           Interest and other income ............     5,351      1,502      1,461
           Interest expense .....................  _____
                                                                ______
                                                                      
                                                                            _____
                                                                                 
                                                                            
                                                                           

                                                          )
                                                   _______
                                                   (14,948           )
                                                                    _
                                                                     
                                                              ______
                                                              (8,003     ________
                                                                           (7,451)


          (Loss) Income Before Income Taxes and
          (Loss) Income Before Income Taxes and
          (Loss) Income Before Income Taxes and            )
                                                    (98,489    (52,836        807
                                                                      )
          Extraordinary Item
          Extraordinary Item
          Extraordinary Item.....................

          Income Tax (Benefit) Expense
          Income Tax (Benefit) Expense
          Income Tax (Benefit) Expense...........  _____
                                                                ____
                                                                    
                                                                             ____
                                                                                 
                                                                             

                                                          )
                                                   _______
                                                   (31,122           )
                                                              _______
                                                              (17,430    _________
                                                                             5,107


          (Loss) Before Extraordinary Item
          (Loss) Before Extraordinary Item
          (Loss) Before Extraordinary Item.......          )
                                                    (67,367    (35,406     (4,300
                                                                      )          )

          Extraordinary (Loss) from Early
          Extraordinary (Loss) from Early
          Extraordinary (Loss) from Early
          Extinguishment
          Extinguishment
          Extinguishment
           of Debt (net of income tax benefit of
           of Debt (net of income tax benefit of
           of Debt (net of income tax benefit of   ________
                                                          (   ________
                                                                         ________
                                                                                 
          $2,039)
          $2,039)
          $2,039)................................
                                                   _____
                                                   3,257__
                                                          )   ________
                                                                         ________
                                                                                 


          Net (Loss)
          Net (Loss)
          Net (Loss).............................  ____
                                                   $          ___
                                                              $          ______
                                                                         $     

                                                   ____
                                                              ___
                                                                         ______
                                                                               

                                                   _______
                                                   (70,624)          )
                                                              _______
                                                              (35,406          _
                                                                                
                                                                         ______
                                                                         (4,300 )

                                                   _______
                                                              _______
                                                                         _______
                                                                                


          Net (Loss) Per Share:
          Net (Loss) Per Share:
          Net (Loss) Per Share:
          (Loss) Before Extraordinary Item
          (Loss) Before Extraordinary Item
          (Loss) Before Extraordinary Item.......  $          $          $       
                                                          )
                                                   (6.95      (3.63  )   (.44)

          Extraordinary (Loss) from Early
          Extraordinary (Loss) from Early
          Extraordinary (Loss) from Early
<PAGE>

          36
           Extinguishment of Debt
           Extinguishment of Debt
           Extinguishment of Debt ...............  ________
                                                              ________
                                                                         ________
                                                                                 

                                                          )
                                                   _______
                                                      (.33    ________
                                                                         ________
                                                                                 


          Net (Loss) Per Share
          Net (Loss) Per Share
          Net (Loss) Per Share...................  ________
                                                   $          _______
                                                              $          ________
                                                                         $       

                                                   ________
                                                              _______
                                                                         ________
                                                                                 

                                                   _____
                                                   (7.28  )
                                                        __
                                                                     )
                                                                   __
                                                                     
                                                              _____
                                                              (3.63           __
                                                                                
                                                                         _____
                                                                          (.44  )

                                                   _______
                                                              _______
                                                                         _______
                                                                                



          <FN>

          See notes to consolidated financial statements

          </TABLE>

                                        -20-

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



                                  Class A    Class BAdditional       Unearned   
                                _____________________
                                    Common Stock     
                                                       ________________
                                                           Common Stock
                                                                          ____
                                                                              
                                                                       ____
                                                                           

           Paid-In            Restricted  Retained
                                ___________
                                   Shares  
                                               ______
                                               Amount
                                                       ___________
                                                          Shares  
                                                                    ______
                                                                    Amount
                                                                    
                                                                               _
                                                                                

            
_________
Capital                       ___________
                                 Stock        ________
                                              Earnings
                                                       ___________
                                                          Total     

           <S>                <C>         <C>       <C>         <C>          <C>   
                              <C>         <C>          <C>        
          Balance at January 1, 1993
          Balance at January 1, 1993
          Balance at January 1, 1993      4,817,392       5,015,206
                                                   $24,087           $25,076 $91,870
          $162,241            $303,274

          Net (loss) for 1993                                                 (4,300
                                                                       (4,300)
          )

          Adjustment to record minimum
           pension liability, net of
           deferred income tax
           benefit of $335    ________________
                                               _____________
                                                             ________________
                                                                              ______
                                                                                    
                                                                              
_____
           _____________
                                          ___________
                                                 (621 ) ___________
                                                               (621 ) 

          Balance at December 31, 1993
          Balance at December 31, 1993
          Balance at December 31, 1993    4,817,39224,0875,015,206   25,076  91,870
          157,320             298,353

          Net (loss) for 1994                                         (35,406     )
          (35,406             )
<PAGE>

                                                                         37
          Adjustment to minimum
           pension liability recorded
           in 1993, net of deferred
           income tax benefit of $133                                           248
          248
          Purchases of Common Stock              (135,000            (2,059
                                                                    )
                                                              (675
                                                             )              )
          (2,734              )
          Stock registered to
           participants of stock
           incentive plans                105,500      528           $(1,810
                                                              1,282         )
          Market value adjustments to
           Unearned Restricted Stock      _________________
                                                           ______________
                                                                         __________
                                                                                   
______
          ____________
                                       __
                                         
                              _________
                                   (544   _________
                                                544
                                         )
                                         _
                                                    _______________
                                                                   
                                                                    ______________
                                                                                  
                                                                                   

          Balance at December 31, 1994
          Balance at December 31, 1994
          Balance at December 31, 1994    4,817,392      4,985,706
                                                   24,087            24,929  90,549
          (1,266               122,162
                              )           260,461

          Net (loss) for 1995                                                )
                                                                      (70,624
          (70,624             )

          Adjustment to minimum
           pension liability recorded
           in 1993, net of deferred
           income tax benefit of $174                                          (324)
          (324                )
          Stock registered to
           participants of stock
           incentive plans                149,800      749           (2,022
                                                              1,273         )
          Market value adjustments to
           Unearned Restricted Stock                              445        )
                                                                         (445
          Other               ________________
                                               _____________
                                                             ______________
                                                                         52
                                                                             ______
                                                                                   

______
           ___________
                   (18         ____________
                                           
                              )             _______________
                                                           
                                                            _____________
                                                                      (18   )

          Balance at December 31, 1995
          Balance at December 31, 1995
          Balance at December 31, 1995    _________
                                          4,817,392_______
                                                   $24,087_________
                                                          5,135,558  _______
                                                                     $25,678 _______
                                                                             $92,249

                                          _________
                                                   _______
                                                          _________
                                                                     _______
                                                                             _______
                                                                                    

          _______
          $(3,733             )_________
                               $  51,214  ________
                                          $189,495

          _______
                               _________
                                          ________
                                                  







                            See notes to consolidated financial statements
          </TABLE>

                                             -21-

          <PAGE>
          <TABLE>
          <CAPTION>

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

          38

                                                 Year Ended December 31
                                               _______
                                                  1995   _______
                                                            1994  _______
                                                                     1993

                                                  __
                                                            _
                                                                     _
                                                                      
          <S>                                  <C>      <C>       <C>    
                                                                      
          Cash Flows From Operating
          Cash Flows From Operating
          Cash Flows From Operating
          Activities
          Activities
          Activities
          Net (loss).........................  $        $         $   
                                               (70,624  (35,406
                                                      )           (4,300
                                                               )        )
          Reconciling items from net (loss)
          to net
           cash provided by operating
          activities:
           Depreciation and amortization       36,640
                                         ....            42,644   41,873
                  loss on sales of property,
           (Gain)
          plant
            and equipment ...................    (311      (840
                                                     )             2,331
                                                               )
           Write-down from implementation of   80,524
           SFAS No. 121
           Write-down of Pasadena Refinery               16,841
          HDS equipment......................
           Equity (earnings) loss in           (2,369)              (651
                                                            880         )
          unconsolidated subsidiaries........
           Deferred income taxes ............  (25,986   (2,303
                                                      )           (4,202
                                                               )        )
           Other deferred items .............   1,880                830
                                                            412
           Extraordinary loss ...............   3,257
          Changes in assets and liabilities
           Accounts receivable ..............  23,185   (37,571   21,507
                                                               )
           Inventories ......................  (1,0      (8,122
                                                     )
                                                   92             (13,357
                                                               )         )
           Other current assets .............  (1,331      (502
                                                     )               641
                                                               )
           Crude oil and refined products      (38,841   46,711
                                                      )           (30,250)
                 ............................
          payable
           Other accounts payable ...........  (5,701     9,488
                                                     )             2,713
           Accrued liabilities ..............  15,288     1,355    1,623
           Income taxes payable ............             (3,264)   3,264
           Recoverable and deferred income     (6,245   (21,721
                                                     )         )   6,856
          taxes..............................
           Deferred financing costs .........  _____
                                                        _______
                                                                  _______
                                                                         

                                               ______
                                               (4,102   _______
                                                               
                                                     )            _______
                                                                         



            Net Cash Provided by Operating
            Net Cash Provided by Operating
            Net Cash Provided by Operating     ______
                                                        ______
                                                                  ____
                                                                      
          Activities
          Activities
          Activities.........................
                                               _____
                                               4,172    _____
                                                        8,602     ______
                                                                  28,878



          Cash Flows From Investment
          Cash Flows From Investment
          Cash Flows From Investment
          Activities
          Activities
          Activities
           Capital expenditures .............  (41,010) (34,359)  (40,860)
           Proceeds from sales of property,     6,359     4,868    5,515
          plant and equipment................
           Investment in subsidiaries .......   6,778      (101)        )
                                                                      (4
           Deferred turnaround maintenance     _____
                                                        ___
                                                                   _____
                                                                        
          and other..........................
<PAGE>

                                                                         39
                                               ______
                                               (9,545)  _______
                                                        (13,390   ______
                                                                  (4,678
                                                               )        )

            Net Cash (Used in) Investment
            Net Cash (Used in) Investment
            Net Cash (Used in) Investment      ___
                                                        ___
                                                                   ___
                                                                      
                                                                   
          Activities
          Activities
          Activities.........................
                                               _______
                                               (37,418  _______
                                                        (42,982
                                                      )           _______
                                                                  (40,027
                                                               )         )


          Cash Flows From Financing
          Cash Flows From Financing
          Cash Flows From Financing
          Activities
          Activities
          Activities
           Proceeds from debt and credit       142,711   64,220    5,472
          agreement borrowings...............
           Repayments of debt and credit       (122,755 (24,199     (376
                                                               )        )
          agreement borrowings...............       )
           Proceeds from interest rate swap                        2,403
          terminations.......................
           Net (issuances) repayments of          467                167
                                                               )
                                                            (60
          long-term notes receivable.........
           Purchases of common stock ........  _______
                                                         _____
                                                              
                                                                  _______
                                                                         

                                               _______
                                                        ______
                                                        (2,734    _______
                                                                         
                                                              )

                                               _
                                                
            Net Cash Provided by Financing
            Net Cash Provided by Financing
            Net Cash Provided by Financing     _____
                                                         ____
                                                             
                                                                    _____
                                                                         
                                                                    
           Activities
           Activities
           Activities .......................
                                               ______
                                               20,423   ______
                                                        37,227    _______
                                                                    7,666


          Net (Decrease) Increase  in Cash
          Net (Decrease) Increase  in Cash
          Net (Decrease) Increase  in Cash     (12,823    2,84
                                                      )           (3,483
                                                              7         )
          and Cash Equivalents
          and Cash Equivalents
          and Cash Equivalents...............
          Cash and Cash Equivalents at
          Cash and Cash Equivalents at
          Cash and Cash Equivalents at         _____
                                                          ____
                                                              
                                                                     ____
                                                                         
                                                                     
          Beginning of Year
          Beginning of Year
          Beginning of Year..................
                                               ______
                                               54,868   ______
                                                        52,021    ______
                                                                  55,504


          Cash and Cash Equivalents at End of
          Cash and Cash Equivalents at End of
          Cash and Cash Equivalents at End of  ____
                                               $        ___
                                                        $         ___
                                                                  $  
          Year
          Year
          Year
                                               ____
                                                        ___
                                                                  ___
                                                                     

                                               ______
                                               42,045   ______
                                                        54,868    ______
                                                                  52,021

                                               ______
                                                        ______
                                                                  ______
                                                                        


          Supplemental Disclosures of Cash
          Supplemental Disclosures of Cash
          Supplemental Disclosures of Cash
          Flow Information
          Flow Information
          Flow Information
           Cash paid during the year for:
            Interest (net of amount            $        $         $    
          capitalized).......................  19,670   6,608     4,249
            Income taxes ....................   9,490     6,124    4,329



         <FN>

         See notes to consolidated financial statements

         </TABLE>

                                          -22-
<PAGE>

          40
         <PAGE>

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      Crown Central Petroleum Corporation and Subsidiaries




          Note A--Description of Business and Summary of
          Note A--Description of Business and Summary of
          Note A--Description of Business and Summary of
          Accounting Policies
          Accounting Policies
          Accounting Policies


          _______________________
          Description of Business:  Crown Central Petroleum

          Corporation and subsidiaries (the Company)
          operates primarily in one business segment 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
          15 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 348 gasoline stations,
          convenience stores and mini-marts located in the
          Mid-Atlantic and Southeastern United States.

          Crude oil and refined products are the Company's
          principle raw materials and finished goods,
          respectively.  The price of crude oil and refined
          products are subject to worldwide market forces of
          supply and demand.  Prices can be volatile and
          fluctuations influence the Company's financial
          results.

          Employment at the Company's Pasadena and Tyler
          refineries represent approximately 12% and 8%,
          respectively, of the Company's total employment at
          December 31, 1995.  Additionally, approximately
          69% of the Pasadena refinery employees and
          approximately 66% of the Tyler refinery employees
          are subject to collective bargaining agreements.
          The Company's collective bargaining agreement with
          the Oil Chemical & Atomic Workers Union covering
          employees at the Pasadena refinery expired on
          February 1, 1996.  Negotiations for a new
          agreement are currently under way.

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

                                                                         41
          F Z Corporation, a wholly-owned subsidiary of the
          Company, is the parent company of two convenience
          store chains operating 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 significant
          majority-owned subsidiaries.  All significant
          intercompany accounts and transactions have been
          eliminated.  The Company's investment in T. B. and
          Company, Inc. (Formerly Tongue, Brooks and
          Company, Inc.) and Tiara Insurance Company, two
          wholly-owned insurance subsidiaries, which prior
          to 1995 had been accounted for using the equity
          method, are now fully consolidated.  The impact of
          consolidating these subsidiaries was not material.

          ________________
          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.


          ___________________
          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>

          42


                                 -23-

          <PAGE>


          _____________________________
          Property, Plant and Equipment:  Property, plant

          and equipment is carried at cost.  Costs assigned
          to property, plant and equipment of acquired
          businesses are based on estimated fair value at
          the date of acquisition.  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, which generally ranges
          from 24 to 48 months.

          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 income.

          In March 1995, the Financial Accounting Standards
          Board issued Statement of Financial Accounting
          Standards No. 121 ``
                             Accounting for the Impairment
          of Long-Lived Assets and for Long-Lived Assets to
          be Disposed Of,''
                           (SFAS 121).  SFAS 121 requires
          that long-lived assets and certain identifiable
          intangibles, including goodwill, to be held and
          used by an entity, be reviewed for impairment
          whenever events or changes in circumstances
          indicate that the carrying amount of the asset(s)
          may not be recoverable.  The Company has chosen to
          adopt SFAS 121 effective October 1, 1995.  The
          decline in operating margins and continuing
          operating losses were indicators of potential
          impairment at the Company's Tyler refinery.  The
          estimated undiscounted cash flows anticipated from
          operating this refinery indicated that a write-
          down to fair market value was required under SFAS
          121.  This write-down from the initial adoption of
          SFAS 121 resulted in a charge to income before
          income taxes of $80.5 million  which is included
          in the Statement of Operations as Write-downs of
          property, plant and equipment.  The estimated fair
<PAGE>

                                                                         43
           value of these assets was determined by an
          independent appraisal.


          ___________________
          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:  Sales and operating

          revenues and Costs and operating expenses include
          excise and other similar taxes.  Resales of crude
          oil are recorded net of the related crude oil cost
          (first-in, first-out) in sales and operating
          revenues.

          _______________________
          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 of acquisitions of businesses over  the 
          estimated  fair value of  assets acquired is being
          amortized on a straight-line basis over 20 years.

          ____________________________________________
          Financial Instruments and Hedging Activities - The

          Company periodically enters into interest rate
          swap agreements to effectively manage the cost of
<PAGE>

          44
          borrowings.  All interest rate swaps are only
          subject to market risk as interest rates
          fluctuate.  For interest rate swaps designated to
          the Company's long-term debt and accounted for as
          a hedge, the net amounts payable or receivable
          from periodic settlements under outstanding
          interest rate swaps are included in interest
          expense.  Realized gains and losses from
          terminated interest rate swaps are deferred and
          amortized into interest expense over the shorter
          of the term of the underlying debt or the
          remaining term of the original swap agreement. 
          Settlement of interest rate swaps involves the
          receipt or payment of cash on a periodic basis
          during the duration of the contract, or upon the
          Company's termination of the contract, for the
          differential of the interest rates swapped over
          the term of the contract.

                                 -24-

          <PAGE>


          Other instruments are used to minimize the
          exposure of the Company's refining margins to
          crude oil and refined product price fluctuations.
           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.  Futures, forwards
          and exchange traded options entered into with
          commodities brokers and other integrated oil and
          gas companies are utilized to execute the
          Company's strategies.  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 represent the
          difference between the market price of refined
          products and the price of the derivative financial
          instrument, inclusive of refining costs. 
          Individual transaction unrealized gains and losses
          are deferred in inventory and other current assets
          and liabilities to the extent that the associated
          refined products have not been sold.  A hedging
          strategy position generating an overall net
          unrealized loss is recognized in costs and
          operating expenses.  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 limit
          the Company's ability to participate in an
          improvement in related refined product profit
          margins.
<PAGE>

                                                                         45

          ___________
          Credit Risk - The Company is potentially subjected

          to concentrations of credit risk with accounts
          receivable, interest rate swaps, and futures,
          forwards and exchange traded options for crude oil
          and finished products.  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, 1995.  The Company evaluates the
          credit worthiness of the counterparties to
          interest rate swaps, and 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 - In October 1995, the

          Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No.
          123 ``
               Accounting for Stock-Based Compensation,''
          (SFAS 123).  The new standard establishes a fair
          value based method of accounting for stock-based
          compensation plans.  Although SFAS 123 encourages
          entities to adopt the fair value based method in
          place of the provisions of Accounting Principles
          Board Opinion No. 25 (APBO 25), it does not
          require adoption of the fair value method. 
          Entities electing to continue applying the
          provisions of APBO 25 will be required to
          disclose, for each year for which an income
          statement is presented, the proforma net income
          and proforma earnings per share as if the fair
          value based accounting method prescribed by this
          Statement No. 123 had been used to account for
          stock-based compensation cost.  The accounting
          provisions of SFAS 123, if elected, are effective
          for transactions entered into after December 15,
          1995.  The disclosure requirements of this
          Statement are effective for fiscal years beginning
          after December 15, 1995.  The Company's current
          intention is to continue to account for stock-
          based compensation transactions in accordance with
          the provisions of APBO 25.


          Note B--Inventories
          Note B--Inventories
          Note B--Inventories

          <TABLE>
          <CAPTION>

          Inventories consist of the following:

                                                     December 31
                                                  _______
                                                    1995    _______
                                                              1994 
<PAGE>

          46
                                                    (thousands of
                                                       dollars)
          <S>                                      <C>       <C>    
                                                                    
                   ............................
          Crude oil                               $ 58,047  $ 53,359
          Refined products.....................   __
                                                             __
                                                               
                                                             

                                                  ______
                                                  77,342    ______
                                                            74,299

           Total inventories at FIFO              135,389   127,658
          (approximates current cost)..........
          LIFO allowance.......................   _
                                                             _
                                                              
                                                             

                                                         )
                                                  _______
                                                  (52,301          )
                                                            _______
                                                            (45,125

           Total crude oil and refined products   __
                                                             __
                                                               
                                                             

                                                  ______
                                                  83,088    ______
                                                            82,533


          Merchandise inventory at FIFO            6,453     7,150
          (approximates current cost)..........
          LIFO allowance.......................   __
                                                             ___
                                                                
                                                             

                                                        )
                                                  ______
                                                  (1,674          )
                                                            ______
                                                            (2,110

           Total merchandise ..................   ___
                                                             ____
                                                                 
                                                             

                                                  _____
                                                  4,779     _____
                                                            5,040


          Materials and supplies inventory at     ___
                                                              ____
                                                                  
                                                              
              ................................
          FIFO                                .
                                                  _____
                                                  8,158     _____
                                                            7,360

           Total Inven
           Total Inven
           Total Inven     ....................
                      tory
                      tory
                      tory                        ________
                                                  $ 96,025  __
                                                             $

                                                  ________
                                                            __
                                                              

                                                            ______
                                                            94,933

                                                            ______
                                                                  


          </TABLE>

          As a result of a reduction in LIFO inventories,
          which were carried at lower costs prevailing in
          prior years, the net loss for 1995 decreased by
          approximately $3 million ($.31 per share).

                                        -25-

          <PAGE>
          <TABLE>
          <CAPTION>

          Note C--Long-Term Debt and Credit Arrangements
          Note C--Long-Term Debt and Credit Arrangements
          Note C--Long-Term Debt and Credit Arrangements

          Long-term debt consists of the following:
<PAGE>

                                                                         47

                                                 December 31
                                             ________
                                                1995    ________
                                                           1994 



                                                (thousands of
                                                   dollars)
          <S>                                 <C>        <C>     
                                                                 
          Unsecured 10.875% Senior Notes     $ 
                                        ..
                                             124,716
          Unsecured 10.42% Senior Notes...              $  
                                                        60,000
          Unsecured Credit Agreement......                35,000
          Purchase Money Lien.............      4,492      5,579
          Other obligations...............   ________
                                                        ______
                                                              

                                             _____
                                               856      _____
                                                        6,115

                                              130,064    106,694

          Less current portion............   _______
                                                        ____
                                                            

                                             _____
                                             1,558      ______
                                                        10,062

           Long-Term Debt
           Long-Term Debt
           Long-Term Debt ................   __
                                             $          ___
                                                        $  

                                             __
                                                        ___
                                                           

                                             _______
                                             128,506    ______
                                                        96,632

                                             _______
                                                        ______
                                                              



          </TABLE>

          The aggregate maturities of long-term debt through
          2000 are as follows (in thousands):
          1996 - $1,297;  1997 - $1,369;  1998 - $1,455; 
          1999 - $763;  2000 - $72.

          On January 24, 1995, the Company completed the
          sale of $125 million of unsecured 10.875% Senior
          Notes due February 1, 2005 priced at 99.75%
          (Notes).  Approximately $55 million of the net
          proceeds from the sale was used to retire the
          Company's outstanding 10.42% Senior Notes,
          including a prepayment premium of $3.4 million,
          and $8 million was used to reduce amounts
          outstanding under the Company's unsecured bank
          lines.  The remaining portion of the outstanding
          10.42% Senior Notes had been paid on January 3,
          1995 as part of the regularly scheduled debt
          service. The Notes were issued under an Indenture
          which includes certain restrictions and
          limitations customary with senior indebtedness of
          this type including, but not limited to, the
          payment of dividends and the repurchase of capital
<PAGE>

          48
          stock.  The retirement of the Company's
          outstanding 10.42% Senior Notes resulted in a net
          extraordinary loss in the first quarter of 1995 of
          $3.3 million.

          Effective as of September 25, 1995, the Company
          entered into a two year Unsecured Revolving Credit
          Agreement (Agreement) with  NationsBank of Texas,
          N.A., as administrative agent and letter of credit
          agent, and The First National Bank of Boston and
          Texas Commerce Bank National Association, as
          agents.  Additionally, there are six other
          participant banks.  Under the Agreement, the banks
          have committed a maximum of $130 million to the
          Company for cash borrowings and letters of credit.
           The Agreement allows for interest on outstanding
          borrowings to be computed under one of three
          methods based on the Base Rate, the London
          Interbank Offered Rate, or the Certificates of 
          Deposit Rate (all as defined).  The Agreement
          limits indebtedness (as defined) and cash
          dividends and requires the maintenance of various
          covenants including, but not limited to, minimum
          consolidated tangible net worth, minimum working
          capital and minimum FIFO net income or (loss) (all
          as defined).  The Company intends to use the
          Agreement for general corporate and working
          capital purposes.  This Agreement replaces the
          Revolving Credit Facility dated as of May 10,
          1993, as amended.

          As of December 31, 1995, the Company had
          outstanding irrevocable standby letters of credit
          in the principal amount of $28.7 million.  Unused
          commitments under the terms of the Credit
          Agreement totaling $101.3 million were available
          for future borrowings and issuance of letters of
          credit at December 31, 1995.  The Company pays an
          annual commitment fee on the unused portion of the
          credit line.

          The Purchase Money Lien is secured by certain
          service station equipment and office furnishings
          having a cost basis of $6.5 million.  The
          effective rate for the Money Lien is 6.65%. 
          Ninety percent of the principal is repayable in 60
          monthly installments with a balloon payment of 10%
          of the principal payable in January 1999.

          <TABLE>
          <CAPTION>

          The following interest costs were charged to pre-tax income:
                                                 Year Ended December 31
                                              _______
                                                1995     ______
                                                           1994   _______
                                                                    1993 

                                                 (thousands of dollars)
          <S>                                 <C>       <C>       <C>    

          Total interest costs incurred....   $ 15,234  $ 8,288   $ 7,712
<PAGE>

                                                                         49
          Less: Capitalized interest.......   _______
                                                        _____
                                                                  _____
                                                                       

                                              ___
                                              286       ___
                                                        285       ___
                                                                  261

                           Interest Expense
                           Interest Expense
                           Interest Expense   ________
                                              $ 14,948  _______
                                                        $ 8,003   _______
                                                                  $ 7,451

                                              ________
                                                        _______
                                                                  _______
                                                                         

          </TABLE>

                                        -26-

          <PAGE>

          Note D--Crude Oil and Refined Product Hedging
          Note D--Crude Oil and Refined Product Hedging
          Note D--Crude Oil and Refined Product Hedging
          Activities and Other Derivative Financial
          Activities and Other Derivative Financial
          Activities and Other Derivative Financial
          Instruments
          Instruments
          Instruments

          The net deferred loss from crude oil and refined
          product hedging strategies at December 31, 1995
          was $1.6  million. Included in these hedging
          strategies are contracts maturing from January
          1996 to October 1996.  The amount of estimated
          crude requirements and estimated finished product
          sales hedged at December 31, 1995 was not
          material.

          In the fourth quarter of 1995, the Company
          terminated all outstanding interest rate swap
          agreements which effectively converted $47.5
          million  of its fixed rate debt to variable
          interest rate debt.  At December 31, 1995, the
          Company has recorded a deferred gain of $1.4 
          million which will be amortized into income over
          the remaining terms of the original swap
          agreements ranging from 1996 to 1998. As a result
          of its interest rate swap program, the Company's
          effective interest rate on the Notes for 1995 was
          reduced from approximately 11.7%
                                         %
                                         % to approximately
          10.5% per annum.  The Company may utilize interest
          rate swaps in the future to further manage the
          cost of funds.


          Note E--Income Taxes
          Note E--Income Taxes
          Note E--Income Taxes

          <TABLE>
          <CAPTION>

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

                                                  _______
                                                    1995     _______
                                                               1994 

                                                    (thousands of
                                                       dollars)
          <S>                                    <C>        <C>     
                                                              
          Deferred tax liabilities:
           Depreciation and amortization .....   $ (57,660  $ 
<PAGE>

          50
                                                       )    (56,715)
           Difference between book and tax
          basis of
             property, plant and equipment ...         0           )
                                                            (28,880
                 .............................
           Other                                 __
                                                             ___
                                                                
                                                             

                                                 _______
                                                 (22,264)          )
                                                            _______
                                                            (18,748

             Total deferred tax liabilities      (79,924
                                            ..          )           )
                                                            (104,343

          Deferred tax assets:
           Postretirement and pension              5,919      5,804
          obligations.........................
           Environmental, litigation and other     9,552     11,542
                  ............................
          accruals
           Construction and inventory cost not     8,156      4,006
          currently deductible................
           Benefit of future NOL utilization .    10,659          0
                 .............................
           Other                                 ___
                                                            _____
                                                                 

                                                 ______
                                                 17,643     _____
                                                            9,589

             Total deferred tax assets .......   ___
                                                            ___
                                                               

                                                 ______
                                                 51,929     ______
                                                            30,941


             Net deferred tax liabilities        _________
                                                 $ (27,995
                                          ....              _________
                                                            $ (73,402

                                                 _________
                                                            _________
                                                                     
                                                 ______
                                                            ______
                                                                  
                                                 ______
                                                       _
                                                        
                                                       )    ______
                                                                  _
                                                                   
                                                                  )


          </TABLE>

          No valuation allowance is considered necessary for
          the above deferred tax assets. The company has tax
          credit carryforwards of $390,000 which expire in
          the years 2004 through 2009, along with net
          operating loss carryforwards of $36.2 million
          which expire in the year 2010.

          Recoverable income taxes includes an income tax
          receivable for the anticipated refund from the
          current use of net operating losses and the
          estimated benefit from net operating loss
          carryforwards that will be used in 1996.

                                        -27-

          <PAGE>
          <TABLE>
          <CAPTION>

          Significant components of the income tax (benefit) provision  for
          the years ended December 31 follows.
<PAGE>

                                                                         51
                                           _______
                                             1995    _______
                                                       1994    _______
                                                                 1993 

                                              (thousands of dollars)
          <S>                              <C>       <C>       <C>    
                                                                 
          Current:
                   .....................
           Federal                         $         $         $  
                                                 )
                                           (5,372    (14,541   5,278
                                                            )
                 .......................
           State                           _______
                                                     _______
                                                               ____
                                                                   

                                           ___
                                           236             )
                                                     ____
                                                     (586      _____
                                                               1,779

             Total Current .............    (5,136   (15,127
                                                  )              7,057
                                                            )

          Deferred:
                   .....................
           Federal                         (25,178    (2,188
                                                  )             (3,642
                                                            )         )
                 .......................
           State                           ______
                                                     _______
                                                               ______
                                                                     

                                                 )
                                               __
                                                 
                                           ____
                                           (808            )
                                                     ____
                                                     (115            )
                                                               ____
                                                               (560

             Total Deferred ............   (25,986    (2,303
                                                  )             (4,202
                                                            )         )

          Federal tax rate increase.....   _______
                                                     _______
                                                               ____
                                                                   

                                           ______
                                                     _______
                                                               _____
                                                               2,252

           Income Tax (Benefit) Expense
           Income Tax (Benefit) Expense
           Income Tax (Benefit) Expense    _
                                           $         _
                                                     $         ___
                                                               $  

                                           _
                                                     _
                                                               ___
                                                                  

                                           _______
                                           (31,122   _______
                                                     (17,430
                                                  )            _____
                                                               5,107
                                                            )

                                           _______
                                                     _______
                                                               _____
                                                                    


          </TABLE>

          Current state tax provision includes franchise
          taxes of $750,000, $1,000,000 and $1,275,000 for
          the years 1995, 1994 and 1993, respectively.

          <TABLE>
          <CAPTION>

          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:


                                             ______
                                               1995   _______
                                                        1994    _______
                                                                   1993

                                                                   _
                                                                    

                                               (thousands of dollars)
          <S>                               <C>             
                                                     <C>       <C>    
                                                                  
          Income tax (benefit) expense
          calculated at the
           statutory federal income tax     $        $         $    
              ............................
          rate                              (34,472  (18,492)  282
<PAGE>

          52
                                                 )
          Amortization of goodwill and       2,726       330       330
          purchase adjustment.............
          State taxes (net of federal         (572      (700
                                                  )         )      798
                  ........................
          benefit)
          Federal tax rate increase.......                       2,252
               ...........................
          Other                             _____
                                                     _____
                                                               ________
                                                                  1,445

                                            _____
                                            1,196    _____
                                                     1,432

           Income Tax Expense (Benefit)
           Income Tax Expense (Benefit)
           Income Tax Expense (Benefit)     _
                                            $
                                        ..           _
                                                     $         _______
                                                               $ 5,107

                                            _
                                                     _
                                                               _______
                                                                      

                                            _______
                                            (31,122  _______
                                                     (17,430)

                                            _______
                                                     _______
                                                            

                                                 )


          </TABLE>

          Note F--Capital Stock and Net Income Per Common
          Note F--Capital Stock and Net Income Per Common
          Note F--Capital Stock and Net Income Per Common
          Share
          Share
          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.  Net (loss) per
          share for 1995 and 1994 is based upon the weighted
          average of common shares outstanding of 9,697,611
          and 9,742,598, respectively, in each year.  Net
          (loss) per share for 1993 is based upon the
          9,832,598 common shares outstanding. The average
          outstanding and equivalent shares excludes 255,300
          and 105,500 shares of Performance Vested
          Restricted Stock (PVRS) shares registered to
          participants in the 1994 Long-Term Incentive Plan
          (Plan) at December 31, 1995 and 1994,
          respectively.  The PVRS shares registered in
          participants names are being held by the Company
          subject to the attainment of certain performance
          related goals and are not considered outstanding
          for net income (loss) per share calculations until
          the shares are released to the Plan participants.



          Note G--Long-Term Incentive Plan
          Note G--Long-Term Incentive Plan
          Note G--Long-Term Incentive Plan

          Under the terms of the 1994 Long-term Incentive
          Plan (Plan), the Company may distribute to
          selected 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
<PAGE>

                                                                         53
          "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.

                                 -28-

          <PAGE>

          Performance Vested Restricted Stock (PVRS) awards
          are subject to the attainment of performance goals
          and certain restrictions including the receipt of
          dividends and transfers of ownership.  As of
          December 31, 1995, 255,300 shares of PVRS have
          been registered in participants names and are
          being held by the Company subject to the
          attainment of the related performance goals.

          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.  As of
          December 31, 1995, grants of non-qualified stock
          options have been awarded to participants to
          purchase 505,000 shares of the Company's Class B
          Common Stock.

          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.  As of
          December 31, 1995, grants of non-qualified stock
          options have been awarded to participants to
          purchase 461,760 shares of the Company's Class B
          Common Stock.

          Shares of Class B Common Stock available for
          issuance under options or awards amounted to
          377,940 at December 31, 1995.

          <TABLE>
          <CAPTION>

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


                                              Common       Price
                                                           Range
<PAGE>

          54
                                               ____
                                                         ________
                                                              per

                                             ________
                                             Shares      _________
                                                         share    

                                                 _
                                                  
          <S>                                 <C>       <C>
                                                      
          _____________________________
          1994 Long-Term Incentive Plan

            Granted - 1994.................   109,800   $16.25   -
                                                         $16.88
            Canceled - 1994................  _____
                                                        $16.88

                                             ____
                                             (950   )

                Outstanding -  December 31,   108,850   $16.25   -
              .............................
          1994                                           $16.88

            Granted - 1995
            
            
                          .................   _______
                                              396,150   $12.81   -
                                                         $13.75
                Outstanding -  December 31,   _______
                                              505,000   $12.81   -
              .............................
          1995                                           $16.88
                                              _______
                                                     

           Shares Exercisable  at December   ________
                                               36,283   $16.25   -
                  .........................
          31, 1995                                       $16.88
                                             ________
                                                     


          _________________________________
          1995 Management Stock Option Plan

            Granted - 1995.................   _______
                                              461,760   $13.75   -
                                                         $16.06
                Outstanding -  December 31,   461,760   $13.75   -
          1995.............................              $16.06

              Total  outstanding - December   _______
                                              966,760   $12.81   -
          31, 1995.........................              $16.88
                                              _______
                                                     



          </TABLE>

          Note H--Employee Benefit Obligations
          Note H--Employee Benefit Obligations
          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.
          <TABLE>
          <CAPTION>

          Net periodic pension costs consisted of the following components:
<PAGE>

                                                                         55

                                              Year Ended December 31
                                               1995     1994     1993


                                              (thousands of dollars)
          <S>                                <C>      <C>      <C>
          Service  cost  -  benefit  earned  $        $        $  
          during the year..................  4,015    4,666    4,002
          Interest   cost    on   projected    322
                                             7,       6,566    6,326
          benefit obligations..............
          Actual  loss  (return)   on  plan  (22,346  1,455    (11,738
                ...........................
          assets                                 )                 )
          Total amortization and deferral    __
                                               
                                         ..           __
                                                               ____
                                                                   

                                             ______
                                             15,086   ______
                                                      (8,733   _____
                                                               5,324
                                                            )

            Net periodic pension costs ....  ___
                                             $        __
                                                      $        ___
                                                               $  

                                             ___
                                                      __
                                                               ___
                                                                  

                                             _____
                                             4,077    _____
                                                      3,954    _____
                                                               3,914

                                             _____
                                                      _____
                                                               _____
                                                                    


          </TABLE>

                                        -29-

          <PAGE>
          <TABLE>
          <CAPTION>

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

                                              1995     1994     1993

          <S>                                <C>      <C>      <C>   

          Weighted average discount rates     7.25%
                                         ..            8.75%    7.25%
          Rates of increase in compensation   4.00%    4.00%    4.00%
          levels...........................
          Expected long-term rate of return   9.75%    9.50%    9.50%
          on assets........................

          </TABLE>
          <TABLE>
          <CAPTION>

          The following table sets forth the funded status of the plans  in
          which assets exceed accumulated benefits:

                                                December 31
                                             _______
                                               1995    _______
                                                         1994 

                                               (thousands of
                                                  dollars)
          <S>                                 <C>       <C>    
<PAGE>

          56
                                                               
          Actuarial   present    value   of
          benefit obligations:
           Vested benefit obligation ......  __
                                             $         ________
                                                       $ 65,073

                                             ______
                                             84,992

           Accumulated benefit obligation       __
                                                $ 
                                                
                                          .            ________
                                                       $ 67,350

                                             ______
                                             87,889

           Projected benefit obligation      $107,022
                                        ...            $ 80,164

          Plan assets at fair value........  __
                                                       __
                                                         

                                             ______
                                             93,494    ______
                                                       76,090


          Projected benefit  obligation (in  (13,528)  (4,074)
          excess of) plan assets...........
          Unrecognized net loss............  12,934     5,644
          Prior service  (benefit) not  yet
          recognized
           in net periodic pension cost      (1,162
                                        ...            (1,141
                                                   )         )
          Unrecognized net (asset) at
           beginning  of   year,   net   of  __
                                                       __
                                                         
          amortization.....................
                                             ______
                                             (1,960    ______
                                                       (2,228
                                                   )         )

          Net pension liability............  ________
                                             $ (3,716  ________
                                                       $ (1,799

                                             ________
                                                       ________
                                                               

                                                  )         )

          </TABLE>
          <TABLE>
          <CAPTION>

          The following table sets forth the funded status of the plans  in
          which accumulated benefits exceed assets:

                                                December 31
                                             _______
                                               1995    _______
                                                         1994 

                                               (thousands of
                                                  dollars)
          <S>                                                  
                                             <C>       <C>
          Actuarial   present    value   of
          benefit obligations:
           Vested benefit obligation ......  _______
                                             $ 5,891   _______
                                                       $ 5,163

           Accumulated benefit obligation    _______
                                             $ 5,891
                                          .            _______
                                                       $ 5,163

           Projected benefit obligation ...  $ 6,056   $ 5,189

          Plan assets at fair value........  _______
                                                       _______
                                                              
<PAGE>

                                                                         57
                                             ___
                                               0       ___
                                                         0


          Projected benefit  obligation (in  (6,056    (5,189
                                                   )         )
          excess of) plan assets...........
          Unrecognized net loss............   1,307       812
          Prior service  (benefit) not  yet
          recognized
           in net periodic pension cost         (70
                                        ...              (212
                                                   )         )
          Unrecognized net obligation at
           beginning  of   year,   net   of   1,376     1,605
          amortization.....................
          Adjustment required  to recognize  __
                                                       __
                                                         
          minimum liability................
                                             ______
                                             (2,448    ______
                                                       (2,179
                                                   )         )

          Net pension liability............  ________
                                             $ (5,891  ________
                                                       $ (5,163

                                             ________
                                                       ________
                                                               

                                                  )         )

          </TABLE>

          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 postretirement
          health care plan is contributory, with retiree
          contributions consisting of copayment of premiums
          and other cost sharing features such as
          deductibles and coinsurance.  Beginning in 1998,
          the Company will "cap" 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.

                                 -30-

          <PAGE>
          <TABLE>
          <CAPTION>

          The following table sets forth the accrued cost of the  Company's
          postretirement benefit plans recognized in the Company's  Balance
          Sheet:

                                                  December 31
                                                 ______
                                                   1995  ______
                                                           1994



                                                 (thousands of
                                                    dollars)
          <S>                                      <C>    <C>
          Accumulated  postretirement   benefit
          obligation (APBO):
           Retirees  .........................   $       $
                                                 6,671   5,496
           Fully    eligible    active     plan  1,884   1,280
<PAGE>

          58
          participants........................
           Other active plan participants        3,384
                                          ....           1,752
           Unrecognized net (loss)/gain          (3,657
                                        ......             363
                                                     )
           Unrecognized prior service cost       __
                                                   
                                           ...           _____
                                                              

                                                 _____
                                                 1,275   ___
                                                         668

            Accrued postretirement benefit cost  _
                                                 $       _
                                                         $

                                                 _
                                                         _
                                                          

                                                 _____
                                                 9,557   _____
                                                         9,559

                                                 _____
                                                         _____
                                                              



          </TABLE>

          The weighted average discount rate used in
          determining the APBO was 7.25% and 8.75% in 1995
          and 1994, respectively.

          <TABLE>
          <CAPTION>

          Net periodic postretirement  benefit cost  include the  following
          components:


                                                      December 31
                                                   1995    1994    1993


                                                 (thousands of dollars)
          <S>                                    <C>     <C>     <C>  
                                                                  
          Service cost.........................  $ 184   $  193  $  161
          Interest    cost    on    accumulated           680
                                                  815             765
          postretirement benefit obligation....
          Total amortization and deferral......  ______
                                                    (72  ____
                                                                 _____
                                                                      

                                                    )    ___
                                                         (29)    ____
                                                                     

            Net periodic postretirement benefit  _____
                                                 $ 927   ______
                                                         $  844  ______
                                                                 $  926
          cost.................................
                                                 _____
                                                         ______
                                                                 ______
                                                                       


          </TABLE>

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

          An 11% increase in the cost of medical care was
          assumed for 1995.  This medical trend rate is
          assumed to decrease 1% annually to 9% in 1997, and
          decrease to 0% thereafter as a result of the
<PAGE>

                                                                         59
          expense cap in 1998.  The medical trend rate
          assumption affects the amounts reported.  For
          example, a 1% increase in the medical trend rate
          would increase the APBO by $378,000, and the net
          periodic cost by $78,000  for 1995.


          Note I--Litigation and Contingencies
          Note I--Litigation and Contingencies
          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, 1995.  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, in the opinion of
          management, there is no reasonable basis to
          believe that the eventual outcome of any such
          matter or group of related matters will have a
          material adverse effect on the Company.

          The Company has received a Revenue Agent's Report
          relative to an examination by the Internal Revenue
          Service of tax returns for fiscal years 1988 and
          1989.  A written protest has been filed requesting
          an appellate conference.  The Company does not
          expect the resolution of this matter to have a
          material adverse effect on the Company.

                                 -31-

          <PAGE>

          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 a substantial capital investment
          will be required over the next several years to
<PAGE>

          60
          comply with existing regulations.  The Company had
          recorded a liability of approximately $16.1
          million as of December 31, 1995 relative to the
          estimated costs of a non-capital nature related to
          compliance with environmental regulations.  This
          liability is anticipated 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 recoveries to offset this
          liability.  Included in costs and operating
          expenses in the statement of operations for the
          years ended  December 31, 1995, 1994 and 1993 were
          costs related to environmental remediation in the
          amount of $3.2 million, $1.9 million and $6.3
          million, respectively.

          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 cleanup
          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.  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.  However,
          management is not aware of any matters which would
          be expected to have a material adverse effect on
          the Company.


          Note J--Noncancellable Lease Commitments
          Note J--Noncancellable Lease Commitments
          Note J--Noncancellable Lease Commitments

          The Company has noncancellable operating lease
          commitments for refinery, computer, office and
          other equipment, transportation equipment, an
          airplane, 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 airplane lease
          commenced in 1992 and has a term of seven years. 
          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 has a ten
          year term beginning in 1993.  Certain of these
          leases have renewal provisions.

          <TABLE>
<PAGE>

                                                                         61
          <CAPTION>

          Future minimum  rental  payments under  noncancellable  operating
          lease agreements  as  of December 31, 1995  are  as follows  (in
          thousands):

                        <S>                         <C>    
                                                       
                             .....................
                        1996                        $ 
                                                    10,425
                             .....................
                        1997                          9,613
                             .....................
                        1998                          9,334
                             .....................
                        1999                          9,557
                             .....................
                        2000                          8,270
                        After  2000 ..............  ___
                                                       

                                                    ______
                                                    37,339

                              Total Minimum Rental  __
                                                    $ 
                        Payments .................
                                                    __
                                                      

                                                    ______
                                                    84,538

                                                    ______
                                                          


          </TABLE>

          Rental expense for the years ended December 31,
          1995, 1994 and 1993 was $12,955,000, $13,658,000
          and $14,620,000, respectively.

                                 -32-

          <PAGE>

          Note K--Investments and Deferred Charges
          Note K--Investments and Deferred Charges
          Note K--Investments and Deferred Charges

          <TABLE>
          <CAPTION>

          Investments and deferred charges consist of the following:

                                                       December 31
                                                    _______
                                                      1995    _______
                                                                1994 

                                                      (thousands of
                                                         dollars)
              <S>                                  <C>       <C>    
                                                               
              Deferred turnarounds ..............   $        $ 15,874
                                                   10,603
              System development costs ..........    6,908     1,081
              Loan expense ......................    3,700       572
              Long-term notes receivable ........    2,563     3,029
              Goodwill ..........................    2,243     9,970
              Intangible pension asset ..........    1,376     1,605
              Investments in subsidiaries .......    1,185     5,745
              Deferred financing costs ..........      838       918
<PAGE>

          62
              Other .............................  ____
                                                             ____
                                                                 

                                                   _____
                                                   1,217     _____
                                                             1,331

                 Investments and Deferred Charges
                 Investments and Deferred Charges
                 Investments and Deferred Charges  ________
                                                   $ 30,633  ________
                                                             $ 40,125

                                                   ________
                                                           


          </TABLE>

          Accumulated amortization of goodwill was
          $4,395,000, and $6,888,000 
                                     
                                     at December 31, 1995
          and 1994, respectively.



          Note L--Fair Value of Financial Instruments
          Note L--Fair Value of Financial Instruments
          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,
          long-term debt and interest rate swap agreements
          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, 1995 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, 1995 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 considered to be their carrying
          amount since these investments do not have quoted
          market prices.

          <TABLE>
          <CAPTION>

          The  following  summarizes  the  carrying  amounts  and   related
          approximate fair values as of December 31, 1995 of the  Company's
          financial instruments  whose carrying  amounts do  not equal  its
          fair value:



                                             Carrying  Approxim
                                               ___
                                                         ate
                                                       _______
                                                          Fair
                                             _______
                                             Amount 
                                                       _______
                                                       Value  
                                                _
                                                 
                                               (thousands of
                                                  dollars)
          <S>                                   <C>        <C>
<PAGE>

                                                                         63
          Assets

            Long-Term Notes Receivable ...   $         $   
                                             2,563     2,294

          Liabilities

            Long-Term Debt ...............   128,506   128,181


          </TABLE>

                                        -33-

          <PAGE>

          REPORT OF INDEPENDENT AUDITORS
          REPORT OF INDEPENDENT AUDITORS
          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,
          1995 and 1994, 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,
          1995.  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
          generally accepted auditing standards.  Those
          standards require that we plan and perform the
          audit to obtain reasonable assurance about whether
          the financial statements are free of material
                  ment.  An audit includes examining, on a
          misstate
          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, 1995 and 1994,
          and the consolidated results of their operations
          and their cash flows for each of the three years
          in the period ended December 31, 1995, in
<PAGE>

          64
          conformity with generally accepted accounting
          principles.


          As discussed in Note A to the consolidated
          financial statements, in the fourth quarter of
          1995, the Company changed its method of accounting
          for impairment of long-lived assets in accordance
          with the adoption of
          SFAS No. 121.



                                                    /s/---Ernst & Young LLP


          Baltimore, Maryland
          February 29, 1996


                                 -34-

          <PAGE>
          <TABLE>
          <CAPTION>

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


                                 First           Third
                                         Second          Fourth
                                   _
                                           _
                                                   _
                                                           _
                                                            
                                                                 _________
                                                                    Yearly
                                 ______
                                 Quarte          ______
                                                 Quarte
                                         ______
                                         Quarte          ______
                                                         Quarte
                                                                     _
                                                                      
                                   __
                                   r       __
                                           r               __
                                                           r 
                                                   __
                                                   r 

          <S>                    <C>             <C>
                                         <C>             <C>        <C>
          1995
          1995
          1995
          Sales  and  operating  $445,4          $474,7
                                         $483,3          $461,1  $1,864,63
                  ...............
          revenues               24              37
                                         12              66      9
          Gross profit...........23,260          33,232
                                         42,638          11,623  110,753
          (Loss) income before
            extraordinary item   (6,918
                              ...        7,030           (67,78
                                                   304           (67,367)
                                     )                   3   )
          Net (loss) income .....(10,17  7,030           (67,78
                                                   304           (70,624)
                                     )
                                 5                       3   )
          (Loss)   income   per
          share before
            extraordinary item... (.71     .72           (6.99
                                                   .03             (6.95)
                                     )                       )
          Net (loss) income per  (1.04     .72           (6.99
                                                   .03             (7.28)
          share..................    )                       )

          1994
          1994
          1994
          Sales  and  operating  $393,5          $468,2
                                         $453,4          $383,8  $1,699,16
          revenues...............86      23      75      84      8
          Gross profit...........50,171  19,279  11,278  16,336   97,064
<PAGE>

                                                                         65
          Net income (loss)......8,660           (26,60
                                         (7,286          (10,17  (35,406)
                                             )   8       2
                                                     )       )
          Net income (loss) per    .88           (2.71
                                          (.74           (1.06     (3.63)
               ..................
          share                              )       )       )

          </TABLE>

          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 actual number
          of common shares outstanding each quarter.

          The net loss in the fourth quarter of 1995 was
          unfavorably impacted by a pre-tax write-down of
          $80.5 million relating to the implementation of
          Statement of Financial Accounting Standard No. 121
           Accounting for the Impairment of Long-Lived
          ``
          assets and for Long-Lived Assets to be Disposed
             .
            ''
          Of

          The net loss in the third quarter of 1994 was
          unfavorably impacted by a pre-tax write-down of
          $16.8 million relating to the abandonment of plans
          to construct a hydrodesulphurization unit at the
          Pasadena refinery.



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

                                 -35-

          <PAGE>

          PART III
          PART III
          PART III

          Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
          Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
          Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
          REGISTRANT
          REGISTRANT
          REGISTRANT

          Following is a list of Crown Central Petroleum
          Corporation's executive officers, their ages and
          their positions and offices as of March 1, 1996:

          Henry A. Rosenberg, Jr. (66)
          Henry A. Rosenberg, Jr. (66)
          Henry A. Rosenberg, Jr. (66)
          Director since 1955, Chairman of the Board and
          Chief Executive Officer since May 1975 and also
          President since March 1, 1996.  Also a director of
          Signet Banking Corporation and USF&G Corporation.

          Phillip W. Taff (54)
          Phillip W. Taff (54)
          Phillip W. Taff (54)
<PAGE>

          66
          Senior Vice President - Finance and Chief
          Financial Officer since June 1994.  Director of
          the Company from 1992 until his employment by the
          Company.  Executive Vice President, Chief
          Financial Officer and Chief Administrative Officer
          of Greyhound Lines, Inc. from April 1993 to May
          1994.  Senior Vice President and Chief Financial
          Officer of American Trading and Production Company
          from May 1991 to April 1993.  Executive Vice
          President of PHH Corporation and President of PHH
          Fleet America from April 1987 to April 1991.

          Edward L. Rosenberg (40)
          Edward L. Rosenberg (40)
          Edward L. Rosenberg (40)
          Senior Vice President - Administration - Corporate
          Development and Long Range Planning since June
          1994; Senior Vice President - Finance and
          Administration from December 1991 to June 1994;
          Vice President - Supply & Transportation from
          October 1990 to December 1991.  Edward L.
          Rosenberg is the son of Henry A. Rosenberg, Jr.,
          and the brother of Frank B. Rosenberg.

          John E. Wheeler, Jr. (43)
          John E. Wheeler, Jr. (43)
          John E. Wheeler, Jr. (43)
          Senior Vice President - Treasurer and Controller
          since June 1994; Vice President - Treasurer and
          Controller from December 1991 to June 1994; Vice
          President - Controller from March 1984 to December
          1991.

          George R. Sutherland, Jr. (51)
          George R. Sutherland, Jr. (51)
          George R. Sutherland, Jr. (51)
          Senior Vice President - Supply and Transportation
          since July 1995; Vice President - Supply and
          Transportation from July 1992 to June 1995. 
          Senior Vice President - Trading of Pacific
          Resources, Inc. from 1989 until employment by the
          Company.

          Randall M. Trembly (49)
          Randall M. Trembly (49)
          Randall M. Trembly (49)
          Senior Vice President - Refining since July 1995;
          Vice President - Refining from December 1991 to
          June 1995; Vice President-Treasurer from October
          1987 to December 1991.

          Thomas L. Owsley (55)
          Thomas L. Owsley (55)
          Thomas L. Owsley (55)
          Vice President - Legal since April 1983.

          Paul J. Ebner (38)
          Paul J. Ebner (38)
          Paul J. Ebner (38)
          Vice President - Marketing Support Services since
          December 1991; General Manager - Marketing Support
          Services from November 1988 to December 1991.

          J. Michael Mims (46)
          J. Michael Mims (46)
          J. Michael Mims (46)
          Vice President - Human Resources since June 1992.
           Vice President - Internal Auditing and Consulting
          Services from December 1991 to June 1992; 
          Director of Internal Auditing from September 1983
          to December 1991.

          Frank B. Rosenberg (37)
          Frank B. Rosenberg (37)
          Frank B. Rosenberg (37)
<PAGE>

                                                                         67
          Vice President - Marketing since January 1993; 
          Southern Marketing Division Manager from January
          1992 to January 1993; Vice President - Wholesale
          Marketing - La Gloria Oil and Gas Company from
          October 1990 to January 1992.  Frank B. Rosenberg
          is the son of Henry A. Rosenberg, Jr. and the
          brother of Edward L. Rosenberg.

          Dennis W. Marple (47)
          Dennis W. Marple (47)
          Dennis W. Marple (47)
          Vice President - Wholesale Sales and Terminals
          since January 1996.  General Manager - Wholesale
          Sales from February 1, 1995 to December 31, 1995.
           Vice President - Supply, Trading and
          Transportation from October 1, 1989 to January 1,
          1995.

          Dolores B. Rawlings (58)
          Dolores B. Rawlings (58)
          Dolores B. Rawlings (58)
          Secretary since November 1990.

                                 -36-

          <PAGE>

          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.  The
          information required in this Item 10 regarding
          Directors of the Company and all persons nominated
          or chosen to become directors is hereby
          incorporated by reference to the definitive Proxy
          Statement which will be filed with the Commission
          pursuant to Regulation 14A on or about March 15,
          1996.


          Item 11.  EXECUTIVE COMPENSATION
          Item 11.  EXECUTIVE COMPENSATION
          Item 11.  EXECUTIVE COMPENSATION

          The information required in this Item 11 regarding
          executive compensation is hereby incorporated by
          reference to the definitive Proxy Statement which
          will be filed with the Commission pursuant to
          Regulation 14A on  or about March 15, 1996.


          Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                      OWNERS AND MANAGEMENT
                      OWNERS AND MANAGEMENT
                      OWNERS AND MANAGEMENT

          The information required in this Item 12 regarding
          security ownership of certain beneficial owners
          and management is hereby incorporated by reference
          to the definitive Proxy Statement which will be
          filed with the Commission pursuant to Regulation
          14A on or about March 15, 1996.


          Item 13.  CERTAIN RELATIONSHIPS AND RELATED
          Item 13.  CERTAIN RELATIONSHIPS AND RELATED
          Item 13.  CERTAIN RELATIONSHIPS AND RELATED
          TRANSACTIONS
          TRANSACTIONS
          TRANSACTIONS
<PAGE>

          68
          The information required in this Item 13 regarding
          certain relationships and related transactions is
          hereby incorporated by reference to the definitive
          Proxy Statement which will be filed with the
          Commission pursuant to Regulation 14A on or about
          March 15, 1996.


                                       PART IV
                                       PART IV
                                       PART IV

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

          (a) (1)          LIST OF FINANCIAL STATEMENTS
                           LIST OF FINANCIAL STATEMENTS
                           LIST OF FINANCIAL STATEMENTS
          The following Consolidated Financial Statements of
          Crown Central Petroleum Corporation and
          subsidiaries, are included in Item 8 on pages 18
          through 33 of this report:

             oConsolidated Statements of Operations --
          Years ended December 31, 1995, 1994 and 1993

             oConsolidated Balance Sheets -- December 31,
          1995 and 1994

             oConsolidated Statements of Changes in Common
                Stockholders' Equity -- Years ended
                December 31, 1995, 1994 and 1993

             oConsolidated Statements of Cash Flows --
          Years ended December 31, 1995, 1994 and 1993

             oNotes to Consolidated Financial Statements --
          December 31, 1995


          (a) (2) LIST OF FINANCIAL STATEMENT SCHEDULES
                  LIST OF FINANCIAL STATEMENT SCHEDULES
                  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.

                                 -37-

          <PAGE>

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

          EXHIBIT
          EXHIBIT
          EXHIBIT
          NUMBER
          NUMBER
          NUMBER

            3
            3
            3  Articles of Incorporation and Byla
               Articles of Incorporation and Byla
               Articles of Incorporation and Bylaws
                                                 ws
                                                 ws

          (a)  Agreement of Consolidation as amended through
               August 28, 1988 (Articles of Incorporation)
               was previously filed with the Registrant's
<PAGE>

                                                                         69
               Form 10-K for the year ended December 31,
               1992, herein incorporated by reference.

          (b)  Bylaws of Crown Central Petroleum Corporation
          as amended and restated at February 29, 1996.


            4
            4
            4  Instruments Defining the Rights of Security
               Instruments Defining the Rights of Security
               Instruments Defining the Rights of Security
          Holders, Including Indentures
          Holders, Including Indentures
          Holders, Including Indentures

          (a)  Credit Agreement dated as of September 25,
               1995 between the Registrant and various banks
               was previously filed with the Registrant's
               Form 10-Q for the quarter ended September 30,
               1995 as Exhibit 4(a), herein incorporated by
               reference.

          (b)  Amendment effective as of December 31, 1995
               to the Credit Agreement dated as of September
               25, 1995.

          (c)  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.


           10
           10
           10  Material Contracts
               Material Contracts
               Material Contracts

          (a)  Crown Central Petroleum 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)  Supplemental Retirement Income Plan for
               Senior Executives - As amended through
               October 27, 1983 and all subsequent
               amendments through May 30, 1991 were
               previously filed with the Registrant's Form
               10-K for the year ended December 31, 1992 as
               Exhibit 10 (a) (3), herein incorporated by
               reference.

           (c) Employee Savings Plan  as amemded and
               restated effective  January 1, 1987.

          (d)  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.

          (e)  The Long-Term Performance Reward Plan as in
               effect for the ninth performance cycle
               (1993/1994/1995) was previously filed with
               the Registrant's Form 10-Q for the quarter
<PAGE>

          70
               ended March 31, 1993, as Exhibit  19(a),
               herein incorporated by reference.

          (f)  The 1994 Long-Term Incentive Plan was
               previously filed as an exhibit to the
               Registrant's Proxy Statement dated March 24,
               1994, herein incorporated by reference.

                                 -38-


          <PAGE>

          (g)  The 1995 Annual Incentive Plan was previously
               filed with the Registrant's Form 10-Q for the
               quarter ended March 31, 1995, as Exhibit
               19(a), herein incorporated by reference.

          (h)  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.

          (i)  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.

          (j)  The Employment Agreement between Charles L.
               Dunlap, President and Crown Central Petroleum
               Corporation, dated October 29, 1991 was
               previously filed with the Registrant's Form
               10-Q for the quarter ended September 30, 1991
               as Exhibit 19(a), herein incorporated by
               reference.

          (k)  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.


           11
           11
           11  Statement re:  Computation of Earnings Per
               Statement re:  Computation of Earnings Per
               Statement re:  Computation of Earnings Per
          Share
          Share
          Share
               Exhibit 11 is included on page 40 of this
          report.

           13
           13
           13  Annual Report to Security Holders, Form 10-Q
               Annual Report to Security Holders, Form 10-Q
               Annual Report to Security Holders, Form 10-Q
          or Quarterly Report to Security Holders
          or Quarterly Report to Security Holders
          or Quarterly Report to Security Holders
               Annual Report Exhibits:
               (a) Shareholders' Letter dated February 29,
                   1996.
               (b) Financial Summary, Operating Summary and
                   Key Financial Statistics.
               (c) Directors and Officers of the Company
<PAGE>

                                                                         71
                   Corporate Information
               (d)
                   Supplement to the Annual - Operating 
               (e)
                   Results and Operating Statistics

            
            
               Subsidiaries of the Registrant
               Subsidiaries of the Registrant
               Subsidiaries of the Registrant
            21
            21
            21
               Exhibit 21 is included on page 41 of this
               report.

               Consent of Independent Auditors
               Consent of Independent Auditors
               Consent of Independent Auditors
            23
            23
            23
            
            
            
               Exhibit 23 is included on page 42 of this
          report.

               Power of Attorney
               Power of Attorney
               Power of Attorney
            24
            24
            24
            
            
            
               Exhibit 24 is included on page 43 of this
               report.

               Financial Data Schedule
               Financial Data Schedule
               Financial Data Schedule
           27
           27
           27

               Form 11-K will be filed under cover of Form
               Form 11-K will be filed under cover of Form
               Form 11-K will be filed under cover of Form
           99
           99
           99
          10-KA by June 28, 1996.
          10-KA by June 28, 1996.
          10-KA by June 28, 1996.


               REPORTS ON FORM 8-K
               REPORTS ON FORM 8-K
               REPORTS ON FORM 8-K
          (b)
          (b)
          (b)
               There were no reports filed on Form 8-K for
               the three months ended December 31, 1995.

                   Certain exhibits listed on pages 38 and
              :
          NOTE
          NOTE
          NOTE
               39 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.

                                 -39-

          <PAGE>
          <TABLE>
          <CAPTION>

                                                                 EXHIBIT 11
                                                                 EXHIBIT 11
                                                                 EXHIBIT 11



                CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES
                          COMPUTATION OF EARNINGS PER SHARE
                          COMPUTATION OF EARNINGS PER SHARE
                          COMPUTATION OF EARNINGS PER SHARE
                   (thousands of dollars except per share amounts)






                                           _____________________________
                                                Year Ended December 31  

                                           _______
                                             1995      ______
                                                         1994      ______
                                                                     1993
                                                                   


          <S>                             <C>        <C>        <C>     
                                                                    
<PAGE>

          72
          Primary  and   Fully   Diluted
          Primary  and   Fully   Diluted
          Primary  and   Fully   Diluted
          Earnings Per Share
          Earnings Per Share
          Earnings Per Share
           Net  (loss)   applicable  to   __
                                          $          ___
                                                     $          _____
                                                                $    
          common shares
                                          __
                                                     ___
                                                                _____
                                                                     

                                                 )
                                          _______
                                          (70,624    _______
                                                     (35,406)   ______
                                                                (4,300 _
                                                                       )
                                                                      _
                                                                       

                                          _______
                                                     _______
                                                                ________
                                                                        


          Shares outstanding as reported
          at December 31,
             1994,   1993    and   1992,  9,803,098  9,832,598  9,832,598
          respectively

          Restricted shares held  by the
          Company at
            December 31                   (105,500)

          Weighted average effect  of 52
          shares of common
            stock issued in October 1995        13

          Weighted  average   effect  of
          135,000 shares
           of common stock purchased in   ________
                                                     ____
                                                         
          May 1994
                                          ________
                                                     _______
                                                     (90,000)


          Weighted  average   number  of
          common shares
           outstanding, as  adjusted at   _
                                                     _
                                                      
          December 31
                                          _
                                                     _
                                                      

                                          _________
                                          9,697,611  _________
                                                     9,742,598  _________
                                                                9,832,598

                                          _________
                                                     _________
                                                                _________
                                                                         


          Net (loss) per common share     ________
                                          $          ________
                                                     $          ________
                                                                $       

                                          ________
                                                     ________
                                                                ________
                                                                        

                                          _____
                                          (7.28  )        __
                                                            
                                                     _____
                                                     (3.63  )   _____
                                                                 (.44  )

                                          _____
                                                     _______
                                                                _____
                                                                     


          </TABLE>

                                        -40-

          <PAGE>
          <TABLE>
          <CAPTION>

                                                                 EXHIBIT 21
                                                                 EXHIBIT 21
                                                                 EXHIBIT 21
<PAGE>

                                                                         73




                                    SUBSIDIARIES
                                    SUBSIDIARIES
                                    SUBSIDIARIES


          1. Subsidiaries as of December 31,  1995, which are consolidated
             Subsidiaries as of December 31,  1995, which are consolidated
             Subsidiaries as of December 31,  1995, which are consolidated
             in  the   financial  statements   of  the   Registrant;  each
             in  the   financial  statements   of  the   Registrant;  each
             in  the   financial  statements   of  the   Registrant;  each
             subsidiary is  100% owned  and doing  business under  its own
             subsidiary is  100% owned  and doing  business under  its own
             subsidiary is  100% owned  and doing  business under  its own
             name.
             name.
             name.

                                                       Nation or State
                                                       Nation or State
                                                       Nation or State
             Subsidiary
             Subsidiary
             Subsidiary                                of Incorporation
                                                       of Incorporation
                                                       of Incorporation

             <S>                                       <C>
             Continental American Corporation          Delaware
             Coronet Security Systems, Inc.            Delaware
             Coronet Software, Inc.                    Delaware
             Crown Central Holding Corporation         Maryland
             Crown  Central   International   (U.K.),  United Kingdom
             Limited
             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
             Tiara Insurance Company                   Vermont
             Tiara Properties, Inc.                    Maryland
             T. B. & Company, Inc.                     Maryland


          </TABLE>

                                        -41-

          <PAGE>

                                                                 EXHIBIT 23
                                                                 EXHIBIT 23
                                                                 EXHIBIT 23







                           CONSENT OF INDEPENDENT AUDITORS
                           CONSENT OF INDEPENDENT AUDITORS
                           CONSENT OF INDEPENDENT AUDITORS



             We consent to the incorporation by reference
          in the Registration Statement (Form S-8 No. 33-
<PAGE>

          74
          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 of Crown Central Petroleum Corporation and
          Subsidiaries of our report dated February 29,
          1996, with respect to the consolidated financial
          statements of Crown Central Petroleum Corporation
          and Subsidiaries included in the Annual Report
          (Form 10-K) for the year ended December 31, 1995.







             ERNST & YOUNG LLP

          Baltimore, Maryland
          March 15, 1996


                                -42-

        <PAGE>
        <TABLE>
        <CAPTION>

                                                                EXHIBIT 24
                                                                EXHIBIT 24
                                                                EXHIBIT 24

                                  POWER OF ATTORNEY
                                  POWER OF ATTORNEY
                                  POWER OF ATTORNEY



          We, the  undersigned  officers  and directors  of  Crown  Central
          Petroleum  Corporation  hereby  severally  constitute  Henry   A.
          Rosenberg, Jr.,  Phillip W. Taff, John E. Wheeler, Jr. 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, 1995 pursuant to  the
          requirements of  Section  13  or  15(d)  of  the  Securities  and
          Exchange Act of 1934 and all amendments thereto.


          _________
          Signature
          _________
          Signature
          _________
          Signature             _____
                                Title
                                _____
                                Title
                                _____
                                Title                              ____
                                                                   Date
                                                                   ____
                                                                   Date
                                                                   ____
                                                                   Date

          <S>                   <C>                                <C>
          /s/---Henry A. Rosenberg, Jr.
                                Chairman of the Board, President   3/11/96
          Henry A. Rosenberg, Jr.                                  and
          Chief Executive Officer
                                (Principal Executive Officer)

          /s/---Jack Africk          
                                Director                                  
                                3/11/96
          Jack Africk
<PAGE>

                                                                         75
          /s/---George L. Bunting, Jr.
                                Director                           3/11/96
          George L. Bunting, Jr.                            

          /s/---Michael F. DaceyDirector                           3/11/96
          Michael F. Dacey                                  

          /s/---Robert M. Freeman     
                                Director                           3/11/96
          Robert M. Freeman

          /s/---Thomas M. Gibbons    
                                Director                           3/11/96
          Thomas M. Gibbons

          /s/---Patricia A. Goldman    
                                Director                           3/11/96
          Patricia A. Goldman

          /s/---Peter J. Holzer    
                                Director                           3/11/96
          Peter J. Holzer

          /s/---William L. Jews         
                                Director                           3/11/96
          William L. Jews

          /s/---Rev. Harold E. Ridley, Jr., S.J.      
                                Director                           3/11/96
          Reverend Harold E. Ridley, Jr., S.J.

          /s/---Phillip W. Taff Senior Vice President - Finance and3/11/96
          Phillip W. Taff       Chief Financial Officer
                                (Principal Financial Officer)

          /s/---John E Wheeler, Jr.                                Senior
          Vice President - Treasurer and Controller                3/11/96
          John E. Wheeler, Jr.  (Principal Accounting Officer)

          </TABLE>
                                        -43-

          <PAGE>
          <TABLE>
          <CAPTION>

                                     SIGNATURES
                                     SIGNATURES
                                     SIGNATURES

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

          <S>                            <C>
                                         CROWN      CENTRAL      PETROLEUM
                                         CROWN      CENTRAL      PETROLEUM
                                         CROWN      CENTRAL      PETROLEUM
          CORPORATION
          CORPORATION
          CORPORATION
<PAGE>

          76
                                         By   ____________________________
                                                         *                

          __________________________________
                                            
                                            Henry A. Rosenberg, Jr.
                                            Chairman   of    the    Boa rd,
          President
                                            and Chief Executive Officer


                                         By   ____________________________
                                                         *                

          ____________________________________
                                              
                                            Phillip W. Taff
                                            Senior   Vice    President   -
          Finance and
                                            Chief Financial Officer


                                         By    ___________________________
                                               /s/---John E. Wheeler, Jr. 

          ____________________________
                                      
                                            John E. Wheeler, Jr.
                                            Senior   Vice    President   -
          Treasurer and Controller
          Date: March 15, 1996


          </TABLE>
          <TABLE>
          <CAPTION>


          Pursuant to the  requirements of the  Securities Exchange Act  of
          1934, this report has been signed below on
          March 15,  1996  by  the  following  persons  on  behalf  of  the
          registrant and in the capacities indicated:

          <S>                               <C>
          _________________________________________________________________
                         *                                                 

          ___
                                            ______________________________
                                                           *              

          _________________________________
                                           
          Jack Africk, Director             Patricia A. Goldman, Director


          _________________________________________________________________
                         *                                                 

          ___
                                            ______________________________
                                                           *              

          _________________________________
                                           
          George L. Bunting, Jr., Director  Peter J. Holzer, Director


          _________________________________________________________________
                         *                                                 

          ___
                                            ______________________________
                                                           *              

          _________________________________
                                           
          Michael F. Dacey, Director        William L. Jews, Director
<PAGE>

                                                                         77


          _________________________________________________________________
                         *                                                 

          ___
                                            ______________________________
                                                           *              

          _________________________________
                                           
          Robert M. Freeman, 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 (John E.
          Wheeler, Jr.)

                                        -44-

          
</TABLE>