EXHIBIT 10

SECOND AMENDMENT
TO THE
CROWN CENTRAL PETROLEUM CORPORATION
1994 LONG-TERM INCENTIVE PLAN


THIS SECOND AMENDMENT TO THE CROWN CENTRAL PETROLEUM
CORPORATION 1994 LONG-TERM INCENTIVE PLAN, made on this
29th day of January, 1998 BY CROWN CENTRAL PETROLEUM
CORPORATION, a Maryland corporation:
      WITNESSETH
      WHEREAS, Crown Central Petroleum Corporation (the
"Company") maintains the Crown Central Petroleum
Corporation 1994 Long-Term Incentive Plan (the "Plan").
The Company has the power to amend the Plan and now
wishes to do so.
      NOW, THEREFORE, the Plan is amended as follows:
I.    Section 6(a)(1) of the Plan is amended in its
entirety to read as follows:
          1)   Non-assignability.

A.    A provision that no Award shall be assignable or
transferable other than by will or the laws of descent
and distribution, except as provided in B. below.
Except for an Award transferred pursuant to a provision
meeting the requirements of B. below, a provision that
the Award shall be exercisable, during the lifetime of
the Participant, only by the Participant or the
Participant's guardian or legal representative.

B.    To the extent determined by the Committee in new
or amended Awards, a provision that, subject to
applicable securities laws, a Participant may transfer
Non-qualified Stock Options that have been or will be
granted to the Participant under this Plan to one or
more of the Participant's immediate family members, to
a trust or trusts for the benefit of any one or more of
the Participant's immediate family members, or to a
partnership, limited liability company or other entity
the only partners, members or interest holders of which
are the Participant or are among the Participant's
immediate family members.  No consideration may be paid
for the transfer of any Non-qualified Stock Options.
The transferee shall be subject to all conditions
applicable to the Non-qualified Stock Option prior to
its transfer.  The Committee may impose on any Non-
qualified Stock Option, and on Stock issued upon
exercise of a Non-qualified Stock Option, such
limitations and conditions as the Committee deems
appropriate, and may amend the agreement granting the
Non-qualified Stock Option to set forth such
limitations and conditions.

II.   This Amendment shall be effective as of January
29, 1998
      IN WITNESS WHEREOF, the Company has caused this
Amendment to be executed by its duly authorized officer
and its corporate seal duly attested as of the day and
year first above written.

ATTEST:                  CROWN CENTRAL PETROLEUM
                         CORPORATION




/s/--DELORES B. RAWLINGS      By  /S/--HENRY A.
ROSENBERG, JR.
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Delores B. Rawlings      Henry A. Rosenberg, Jr.
                         Chairman of the Board