FORM 8-K


              SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549


                       CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 9, 2000




                  CROWN CENTRAL PETROLEUM CORPORATION
        (Exact name of registrant as specified in its charter)



     Maryland                    1-1059         52-0550682
(State or other jurisdiction  (Commission      (IRS Employer
 of incorporation)           File Number)   Identification No.)




         One North Charles Street
         Baltimore, Maryland                   21201
(Address of principal executive offices)     (Zip Code)


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





Item 5.   Other Events

          Crown has received a proposal from Apex Oil Company, Inc., a Missouri
corporation that owns approximately 15.4% of Crown's Class A common stock, to
acquire all of the issued and outstanding Class A and Class B common stock held
by shareholders other than Apex for a price of $9.20 per share.   The proposal
is by its terms subject to approval by the board of directors and shareholders
of Crown, to necessary governmental approvals, and to Apex Oil Company's
ability to conduct due diligence to verify that there are no material adverse
developments which have not been disclosed in Crown's public filings.  The
proposal will expire at 5 p.m. on Friday March 17, 2000.

          Crown has referred the proposal to a board committee of its
independent directors for their consideration.



Item 7(c)     EXHIBITS

Exhibit No.     Description
- -----------     ----------

    99.1        Proposal received from Apex,
                by letter dated March 9, 2000

    99.2        Press Release dated March 10, 2000




                           SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                         CROWN CENTRAL PETROLEUM CORPORATION
                         (Registrant)


                         By: /s/ John E. Wheeler, Jr.
                             ------------------------
                         Name:  John E. Wheeler, Jr.
                         Title: Executive Vice President --
                                Chief Financial Officer


Dated:   March 10, 2000




                         EXHIBIT INDEX
                         -------------


Exhibit No.     Description

    99.1        Proposal received from Apex,
                by letter dated March 9, 2000

    99.2        Press Release dated March 10, 2000