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): April 3, 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 received a proposal on March 6, 2000 from Rosemore,
Inc., a Maryland corporation that owns approximately 49% of Crown's
Class A common stock and 11% of Crown's Class B common stock, to
acquire all of the issued and outstanding Class A and Class B
common stock held by shareholders other than Rosemore for a price
of $8.35 per share.  The proposal is subject to, among other
conditions, the negotiation of a mutually acceptable merger
agreement, the unanimous approval of Crown's independent directors,
the approval of the transaction by Crown's shareholders, and the
receipt of all necessary governmental approvals. Rosemore's
proposal was subsequently extended to expire at 5 p.m. (Maryland
time) on April 17, 2000, or when rejected.

     On March 29, 2000, Rosemore advised Crown that it was
increasing its proposal to $9.35 per share, and that its proposal
would expire at 5 p.m. (Maryland time) on March 31, 2000, or when
rejected.  Rosemore has since advised Crown, and has confirmed the
advice by letter dated April 2, 2000, that its proposal has been
extended until it is either rejected by Crown or withdrawn by
Rosemore. Crown's board committee of its independent directors is
continuing to consider Rosemore's proposal.




ITEM 7(C)     EXHIBITS

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


   99.1       Press Release dated April 3, 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:   April 3, 2000




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


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


   99.1       Press Release dated April 3, 2000.