EXHIBIT 99.3

March 29, 2000


Committee of Independent Directors
Crown Central Petroleum Corporation
One North Charles Street
Baltimore, Maryland 21201

Ladies and Gentlemen:

Enclosed herewith is a form of acquisition agreement we are submitting as
a revision to our March 9, 2000 merger proposal to the Board of Directors
of Crown Central Petroleum Corporation ("Crown"). As you know, on March
9,2000, we submitted our $9.20 per share cash merger proposal with
accompanying draft of merger agreement. On March 15, 2000, your counsel
submitted to us a "mark-up" of our form of merger agreement suggesting,
inter alia, that the transaction we proposed be restructured to include a
first step tender offer and follow-up merger. Although we have had no
substantive response to our proposal, because we have no objection to
restructuring the transaction as your counsel requested, we are submitting
the enclosed acquisition agreement to replace the merger agreement
previously submitted. As outlined in the attached document, this offer is
conditioned upon a reasonable period to complete due diligence and
finalize replacement financing for Crown's $125 million of senior bonds.
We are actively pursuing this replacement financing. We are also enclosing
a copy of Apex's Unaudited Consolidated Financial Statements for February
2000, to help demonstrate our earnings power and ability to complete an
acquisition of Crown. Your facsimile memorandum of Friday, March 24, 2000
indicates a "preference" for cash bids. We find this interesting as our
repeated requests over the past months to meet with the Committee to
discuss options for potential transactions and/or determine the
Committee's preferences have been thwarted on one pretext or another.
Despite this newfound direction, we continue to believe that other
alternatives may provide more value to the Crown shareholders. Our stock-
for-stock merger proposal, which we initially made in November1999, values
the existing Crown shares at a minimum of $10.00 per share.  Your counsel
has informed us that you are unwilling to meet with us to explore a stock-
for-stock transaction, and advised that our investment bankers (Bear
Stearns & Co.) must meet with your bankers (Credit Suisse First Boston) to
present and discuss the terms of such a transaction. Accordingly, we have
instructed our bankers to prepare the appropriate presentation and
schedule a meeting with CSFB as soon as practicable for this purpose. When
they meet, Bear Stearns will explain that our stock-for-stock proposal now
contains value protection for Crown shareholders in that Apex will commit
to make a "shortfall distribution" to all shareholders on December 31,
2001 if the average closing price of the shares for the combined company
has not reached $12.00 (a 50% increase over the current price) for a
period of at least five consecutive days prior to that date. The
"shortfall distribution "will be equal to the difference between $12.00
and the highest five-day average closing price during the period. This
stock-for-stock merger proposal is similarly conditioned upon a reasonable
period to complete due diligence and finalize replacement financing for
Crown's $125 million of senior bonds. Because we have been unable to meet
with the Committee and get your input, we have also been unable to
present, for consideration by the Committee, other alternatives to
maximize shareholder value. As a third alternative to our all-cash and
all-stock proposals, Apex would purchase between 3.5 and 4.5 million Class
A common shares from Crown in a private placement at a price of $9.50 per
share, infusing badly needed equity in to the company. Further, Apex would
provide the same "shortfall distribution" incentive outlined above based
on the $12.00 per share average closing price.  This proposal would not be
conditioned upon further due diligence. However, suspension of the Rights
Agreement dated February 1, 2000 and replacement financing, to the extent
that the $125 million of senior bonds become due as a result of this
transaction, would be conditions. In contrast to the discussions with
counsel for the Committee on Thursday, March 23, 2000 in which we were
instructed to have Bear Stearns contact CSFB, the March 24, 2000
memorandum requests "best and final offers "to be submitted no later than
4:30pm today. However, the request for such offers expressly notes that
the Committee is not bound by the deadline, may not bring the process to
conclusion at the end of today, and may modify any of the procedures used
prior to the deadline. We can only conclude from these events that you
desire to have cash offers submitted today but will consider the proposals
presented to CSFB in due course. Bear Stearns will be contacting CSFB soon
to continue this process. As you know, our $9.20 per share cash offer has
been extended, at your request, and does not expire until April 17, 2000.
Finally, we must again reiterate our concern that there exists some bias
among certain of your management personnel against Apex and in favor of a
related party. A number of circumstances contribute to our concerns. The
Chairman of your board is maintaining a competing offer for Crown, at a
price that we and other shareholders believe to be inadequate. There have
been repeated delay tactics to forestall a meeting with us and avoid our
due diligence. We have received contradictory responses from
representatives of the Committee. Now, you have established the date for
the "best and final offers" on the day of Crown's release of its 1999 Form
10-K. All of these circumstances fuel our concerns that the process has
been compromised. We again are requesting the opportunity to meet with the
Committee to discuss our interest in combining our companies and, as a
result thereof, to refine our "best and final" proposal. We firmly believe
that a combination of our companies serves the best interests of our
respective shareholders, employees, business partners and communities.
Given that our proposals to date result in the highest values being
offered to Crown shareholders, and the past unfair treatment we have been
afforded in our attempts to discuss our proposals with your board, we urge
full consideration of our position. By copy of this letter, we are
forwarding courtesy copies of our acquisition agreement to both Credit
Suisse First Boston and Skadden, Arps, Slate, Meagher & Flom.

Sincerely,
Apex Oil Company, Inc.


/s/--Edwin L. Wahl
Edwin L. Wahl
President