EXHIBIT 13.a
CROWN CENTRAL PETROLEUM CORPORATION

Shareholders' Letter

To Our Shareholders:

The Company had a net loss of $4.3 million ($.44 per share) in
1993 compared to a net loss of $5.5 million ($.56 per share) in
1992.  Sales and operating revenues were $1.747 billion in 1993
compared to $1.795 billion in 1992.  For the fourth quarter, the
Company reported a net income of $6.9 million ($.70 per share),
compared to a net loss of $3.26 million ($.33 per share) in the
third quarter of 1993 and a net loss of $5.5 million ($.56 per
share) in the fourth quarter of 1992.  Although full year results
were again disappointing, 1993 provided some long anticipated
indications, especially in the fourth quarter, that general
economic conditions have stabilized.

This past year also marked the twentieth anniversary of the OPEC
oil embargo.  A review of key statistics over the past two
decades reflects the volatile nature of the petroleum industry. 
For those who accept the realities of this business and who are
equally resourceful in adopting successful strategies to profit
from the opportunities presented, the future is brighter and more
promising.  

Since the embargo, although U.S. GNP has grown by 60%, total
petroleum energy consumption has remained constant at 17.2
million barrels per day.  In fact, Americans are driving 50% more
now than in 1973, yet gasoline use is up only 12%.  Because of
the sharp decline in oil prices in 1986, gasoline has been very
much of a bargain for the American consumer.  Regrettably, these
lower prices have caused less domestic production which has
increased our foreign crude exposure from 36% to nearly a 50%
dependency.  In addition, domestic refining is under pressure
from foreign product imports which enjoy a significant price
advantage as a result of our higher level of domestic health,
safety and environmental costs.

In 1993, Crown initiated additional internal management programs
to promote efficiency and to achieve maximum advantage from
available technologies.  The Business Process Improvement Program
is being implemented as each business segment is reviewed with
Supply & Transportation recently completed, Marketing currently
in progress, and all others scheduled.  This effort will help in
selecting the correct software applications and in forming the
basis for restructuring workflows and improving efficiency.  The
Crown Management System challenges employees with the opportunity
to efficiently direct individual efforts towards meaningful and
measurable corporate objectives which can be used to document
successful performance.

With additional environmental regulations constantly being
imposed on all of our facilities, products, personnel and
markets, compliance is clearly a most difficult and challenging
task.  Recently, the Ozone Transportation Commission (OTC)
petitioned EPA to require northeastern states from Maine to
Virginia to adopt the California LEV program.  This action was
taken despite independent studies that show that the CAL LEV
program to be far less cost effective than numerous other ozone
control strategies.  Reauthorization of the Clean Water Act and
the Occupational Safety and Health Act (OSHA), currently being
considered by Congress, again requires us to be actively involved
in the legislative and regulatory process.


Refining:
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Both refineries initiated projects in 1993 that will result in
higher efficiencies and increased yields of higher valued
products.  At Tyler, total hydrodesulfurization capacity was
expanded by 60%.  The ingenuity and commitment of the Tyler
employees enabled them to complete this project on schedule at a
cost of $10 million.  A new installation of this type of facility
would have cost an estimated $25 million.  As a result of this
project, the refinery can produce 12,000 barrels per day of low








sulfur diesel which complies with regulations which went into
effect in October of 1993.  The unit has been on-stream since
November and has performed up to expectations.

At Pasadena, engineering and construction on a new refinery
control center began in 1993.  The development of this project
has involved the cooperation of several refinery groups because
of the significant changes that will come with the new control
system.  As an example of this cooperation, the Company
negotiated staffing changes with the labor union which will
permit the operation to obtain the benefits of flexibility and
improved yields available with the new control technology.  The
first phase of this project is expected to commence operation in
mid-1994.

Total capital spending in refining in 1993 was $19.5 million. 
Capital spending at Tyler totaled $14.1 million with most of the
funds spent on the desulfurization unit.  Capital expenses at
Pasadena totaled $5.4 million with the funds being spread over
several small projects.

The Pasadena refinery continued efforts throughout 1993 to
improve efficiencies and succeeded by reducing expenses by $6
million compared to 1992.  Most of the process units at Pasadena
operated at record rates during 1993.  It is expected that these
efficiencies will continue in 1994 as the Company further
improves on the utilization of maintenance, operating and support
groups.

At the Pasadena refinery, total gasoline and distillate
production averaged 93,600 barrels per day versus 91,000 in 1992. 
While refinery utilization was approximately 90% for the year,
production was scaled back at certain periods due to extremely
weak margins.  This was particularly true in the first quarter
and again, at the end of the year.  We were, nevertheless, able
to optimize production of the most highly valued products.  In
periods of weak margins, the refinery will reduce total crude
runs while utilizing a greater percentage of heavier crudes in
order to lower costs.  

Crude oil prices continued to be weak for the year, dropping from
$19.50 to a low of $14 towards the end of December.  While in the
longer term lower crude prices spur gasoline demand and make
other alternate fuel sources less attractive, current margins
have been adversely impacted by the high levels of finished
product inventories.








































CROWN CENTRAL PETROLEUM CORPORATION

Shareholders' Letter

(Photographs of Henry A. Rosenberg, Jr. Chairman of the Board and
Chief Executive Officer, and Charles L. Dunlap, President and
Chief Operating Officer)
(Photographs' Captions: Henry A. Rosenberg, Jr. Chairman of the
Board and Chief Executive Officer; Charles L. Dunlap, President
and Chief Operating Officer)


By capturing more of the available margin than in prior years and
by successfully keeping operating expenses down, our refining
losses were minimized for the year.  
In Supply and Transportation, the Margin Management System, or
hedging strategy, is being used effectively.  Over time, return
on capital is expected to be improved, and volatility reduced, by
more actively managing inventory exposure and capturing margins
when opportunities permit.  This program provides the Company
with downside protection in the international oil markets. 
Results were favorably impacted as a result of 1993's hedging
program.

Marketing:
- ---------
In 1993, Crown Marketing firmly established its profitability and
made a significant contribution to corporate operating results. 
While the total volume of petroleum products sold through retail
outlets compared to 1992 remained nearly constant, sales volumes
at locations which were open during both periods increased by 7%. 
These results came in spite of substantial business disruptions
during the installation of Stage II vapor recovery facilities at
some of our highest volume units.

Retail margins continued to show gains of 9% over the prior
period.  A contributing factor was that premium retail volume, as
a percentage of total gasoline sales, showed a 14% gain over last
year.  This reflects emphasis on increasing sales of higher
margin products.  Wholesale volumes at the Company's East Coast
terminals posted an impressive 8% improvement.  The increase was
partially attributable to the acquisition of the Selma, North
Carolina terminal in August of 1993.  Acquired to serve the
retail and wholesale operations in the Raleigh/Durham area, the
Selma terminal is a 21 acre facility, served by the Colonial
Pipeline.  It is fully automated and has a 168,000 barrel storage
capacity.

Sixty-three (63) retail units that failed to meet our strict
criteria for volume and profitability were closed or sold in
1993.  At the end of the year, our total retail outlet count
stood at 376.  During the year, five new facilities were opened. 
Crown continues to seek suitable new locations that offer the
margin opportunities that we require.  In July, the Company also
opened in Annapolis, Maryland, the state's first public natural
gas fueling facility.  This received wide public and political
recognition.

Marketing's reorganization continued by consolidating the
Atlanta, Georgia and Richmond, Virginia retail divisions. 
Significant savings will be achieved as a result.  An expanded
Richmond headquarters will now oversee the administration of all
of Crown's company operated stations and stores.

Stage II compliance, as required by the Clean Air Act of 1990,
was fully completed for designated non-attainment areas by the
November 15 deadline.  This represents a significant monetary
investment on the part of the Company, whose capital spending on
marketing environmental compliance projects amounted to nearly $9
million in 1993.  Total marketing capital expenditures for 1993
were $19.1 million.

Coronet Security Systems, Inc., which is a wholly owned
subsidiary of Crown that markets a unique interactive audio/video
security/management system, successfully completed its first full
year of operation.  Coronet has sold security systems to other
petroleum marketers and commercial retailers.

Unfortunately, in September, a fire destroyed the Company's








Pasadena, Texas, loading rack marketing facility one mile from
the Company's refinery.  Although there were several injuries,
the courageous efforts of Crown employees prevented any loss of
life and damage was confined to the rack area.

Much of the success enjoyed by the marketing division during this
recovery period can be attributed to the loyal and faithful
service of R.D. McMullen, Senior Vice President of Marketing who
retired in 1993.  His services will be missed.

At the annual meeting in April 1993, Robert M. Freeman, Chairman
of the Board and CEO of Signet Banking Corporation and Bailey A.
Thomas, Chairman of the Board and CEO of McCormick & Company,
Inc., were elected Directors.

In conclusion, we are pleased to report that Crown is
experiencing a growing sense of accomplishment and progress
throughout the Company's operating and marketing areas.  This has
confirmed the validity of the refining and marketing strategies
Crown has instituted during the past several years to restore and
maintain profitability.

On behalf of all the employees of the Company, thank you for your
continued interest and support.

Henry A. Rosenberg, Jr.                      Charles L. Dunlap

Henry A. Rosenberg, Jr.                      Charles L. Dunlap
Chairman of the Board                        President

February 28, 1994