As filed with the Securities and Exchange Commission on April 28, 1995
                                                  Registration No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

         Maryland                                              52-0550682
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                          Identification No.)

One North Charles Street, Baltimore, Maryland                       21201
(Address of Principal Executive Offices)                          (Zip Code)

                      CROWN CENTRAL PETROLEUM CORPORATION
                       1995 MANAGEMENT STOCK OPTION PLAN
                            (Full title of the plan)

                             Thomas L. Owsley, Esq.
                             Vice President - Legal
                      Crown Central Petroleum Corporation
                            One North Charles Street
                           Baltimore, Maryland 21201
                    (Name and address of agent for service)

                                 (410) 539-7400
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                     Proposed        Proposed
   Title of                           maximum        maximum
  securities         Amount          offering       aggregate       Amount of
     to be            to be            price         offering     registration
  registered       registered      per share(1)     price (1)          fee
Class B Common   500,000 shares      $14.56        $7,280,000      $2,510.35
Stock

The Proposed Maximum Aggregate Offering Price represents the price of 500,000
shares of Class B Common Stock based upon $14.56 per share, the average of
the high and low prices reported on the American Stock Exchange on April
21, 1995.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                         Page 1 of 8 sequentially numbered pages.
<PAGE>

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.     Incorporation of Documents by Reference.

   Crown Central Petroleum Corporation (the "Registrant") and the Crown
Central Petroleum Corporation 1995 Management Stock Option Plan (the "Plan"),
hereby incorporate by reference the following documents filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934 (the "Exchange Act").

   (a)   The Registrant's Annual Report on Form 10-K for the period ended
December 31, 1994.

   (b)   The description of the Registrant's Class B Common Stock in the
Registrant's Form S-2, filed August 21, 1986, as amended.

   All documents subsequently filed by the Registrant and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.

   Item 6.     Indemnification of Directors and Officers.

   The Maryland General Corporation Law provides that the charter of a
Maryland corporation may include any provision expanding or limiting the
liability of its directors and officers to the corporation or its
stockholders for money damages, but may not include any provision that
restricts or limits the liability of its directors or officers to the
corporation or its stockholders (i) to the extent that it is proved that the
person actually received an improper benefit or profit in money, property, or
services for the amount of the benefit or profit in money, property, or
services actually received, (ii) to the extent that a judgment or other final
adjudication adverse to the person is entered in a proceeding based on a
finding in the proceeding that the person's action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding or (iii) with respect to any action
brought by or on behalf of a State governmental entity, receiver,
conservator, or depositor against a director or officer of certain financial
institutions.

   Section 2-418 of the Maryland General Corporation Law generally provides
that a corporation may indemnify any director made a party to any proceeding
by reason of service in that capacity unless it is established that (i) the
act or omission of the director was material to the matter giving rise to the
proceeding, and (A) was committed in bad faith or (B) was the result of
active and deliberate dishonesty; (ii) the director actually received an
improper personal benefit in money, property, or services; or (iii) in the
case of any criminal proceeding, the director had reasonable cause to believe
that the act or omission was unlawful.

   Indemnification may be against judgments, penalties, fines, settlements,
and reasonable expenses actually incurred by the director in connection with
the proceeding.  However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding in
which the director shall have been adjudged to be liable to the corporation.
The termination of any proceeding by judgment, order, or settlement does not
create a presumption that the director did not meet the requisite standard of
conduct set forth in the preceding paragraph.  The termination of any
proceeding by conviction, or a plea of nolo contendere or its equivalent, or
an entry of an order of probation prior to judgment, creates a rebuttable
presumption that the director did not meet that standard of conduct.

   A director may not be indemnified in respect of any proceeding charging
improper personal benefit to the director, whether or not involving action in
the director's official capacity, in which the director was adjudged to be
liable on the basis that personal benefit was improperly received.
Indemnification may not be made by the corporation unless authorized for a
specific proceeding after a determination has been made that indemnification
of the director is permissible in the circumstances because the director has
met the standard of conduct described above.  Such determination must be
made:

   (i) by the board of directors by a majority vote of a quorum consisting of
   directors not, at the time, parties to the proceeding, or, if such a quorum
   cannot be obtained, then by a majority vote of a committee of the board
   consisting solely of two or more directors not, at the time, parties to
   such proceeding and who were duly designated to act in the matter by a
   majority vote of the full board in which the designated directors who are
   parties may participate;

   (ii) by special legal counsel selected by the board of directors or a
   committee of the board by vote as set forth in the preceding subparagraph
   (i), or, if the requisite quorum of the full board cannot be obtained
   therefore and the committee cannot be established, by a majority vote of
   the full board in which directors who are parties may participate; or

   (iii) by the stockholders.

   Authorization of indemnification and determination as to reasonableness of
expenses must be made in the same manner as the determination that
indemnification is permissible.  However, if the determination that
indemnification is permissible is made by special legal counsel,
authorization of indemnification and determination as to reasonableness of
expenses must be made in the manner specified in subparagraph (ii) above for
selection of such counsel.

   Reasonable expenses incurred by a director who is party to a proceeding may
be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of (i) a written
affirmation by the director of the director's good faith belief that the
standard of conduct necessary for indemnification by the corporation as
authorized by the relevant Maryland statutory section has been met; and (ii)
a written undertaking by or on behalf of the director to repay the amount if
it shall ultimately be determined that the standard of conduct has not been
met.  The undertaking described in the preceding sentence shall be an
unlimited general obligation of the director but need not be secured and may
be accepted without reference to financial ability to make the repayment.

   Unless limited by the charter, (i) a corporation may indemnify and advance
expenses to an officer, employee, or agent of the corporation to the same
extent that it may indemnify directors under this section; and (ii) a
corporation, in addition, may indemnify and advance expenses to an officer,
employee, or agent who is not a director to such further extent, consistent
with law, as may be provided by its charter, bylaws, general or specific
action of its board of directors, or contract.

   The Maryland General Corporation Law also generally provides for mandatory
indemnification of a director or officer who has been successful, on the
merits or otherwise, in the defense of certain proceedings.

   With respect to the liability of the Registrant's directors or officers for
monetary damages to the Registrant or its stockholders, Article NINTH
Paragraph 10 of the Registrant's Agreement of Consolidation provides as
follows:

   No person who is or formerly was a director or officer of the
   Corporation shall have any liability to the Corporation or to any
   stockholder of the Corporation for money damages in connection with any
   action, or failure to act, subsequent to February 18, 1988 in his or her
   capacity as a director or officer; provided, however, that nothing
   contained herein shall restrict or limit the liability of any person

      (a)   to the extent that it is proved that such person actually
      received an improper benefit or profit in money, property or services,
      for the amount of the benefit or profit in money, property or services
      actually received; or

      (b)   to the extent that a judgment or other final adjudication adverse
      to such person is entered in a proceeding based on a finding in the
      proceeding that such person's action, or failure to act, was the
      result of active and deliberate dishonesty and was material to the
      cause of action adjudicated in the proceeding.

   Neither the amendment nor repeal of this Paragraph (10), nor the
   adoption of any provision of the Charter of the Corporation inconsistent
   with this Paragraph (10) shall affect the liability of any director or
   officer, or former director or officer, of the Corporation with respect
   to any act or failure to act which occurred prior to such amendment,
   repeal or adoption.

Article 45 of the Registrant's bylaws states, as to indemnification:

   45.   (a)   Each person who is now, or who shall hereafter become, a
   director, officer, employee or agent of the Company, whether or not
   serving in one or more of such capacities at the time indemnification is
   sought or paid, and who is made a party defendant to any proceeding by
   reason of service in any one or more of such capacities shall be
   indemnified in the manner and to the maximum extent authorized by law
   against judgments, penalties, fines, settlements (approved by the
   Company) and reasonable expenses actually incurred in connection with
   such proceeding unless it is proved that the act or omission of such
   person was material to the cause of action adjudicated in the proceeding
   or, in the case of a settlement, to be adjudicated in the proceeding,
   and that (1) such act or omission (A) was committed in bad faith or (B)
   was the result of active and deliberate dishonesty or (2) such person
   actually received an improper personal benefit in money, property or
   services or (3) in the case of any criminal proceeding, such person had
   reasonable cause to believe the act or omission was unlawful.  Such
   indemnification shall not be made unless authorized for a specific
   proceeding after a determination in accordance with Maryland law that
   the director, officer, employee or agent has met the standard of conduct
   set forth in this paragraph.  Additionally, any such person who was not
   a director of the company at the time of the commission of the act or
   the omission to act which is a subject of such proceeding shall be
   indemnified to such further extent, if any, consistent with law, as may
   be provided in any contract between the Company and such person and may
   be indemnified, but shall not be entitled to be indemnified, to such
   further extent, if any, consistent with law, as may be authorized,
   prospectively or retroactively, by the Board of Directors, the Chairman
   of the Board, the President or any other officer to whom such authority
   is delegated by the Board of Directors, the Chairman of the Board or the
   President.

   (b)   Payment or reimbursement in advance of the final disposition of any
   proceeding described in paragraph (a) of reasonable expenses incurred by
   any such person in defending such proceeding may be authorized by the
   Board of Directors or in the case of any such person who is not a
   director, by the Chairman of the Board, the President or any other
   officer to whom such authority is delegated by the Board of Directors,
   the Chairman of the Board or the President; provided, however, that in
   the case of any such person who is a director, the Company shall have
   received:

      (1)   A written affirmation by such person of such person's good faith
      belief that the standard of conduct necessary for indemnification by
      the Company as authorized by law has been met; and

      (2) A written undertaking by or on behalf of such person to repay all
      amounts so paid or reimbursed if it shall ultimately be determined
      that such standard of conduct has not been met;

   and provided, further, that in the case of any such person (whether or
   not such person is a director) such person shall have complied with all
   requirements imposed by which ever of the Board of Directors, Chairman
   of the Board, President or other officer authorizes such payment or
   reimbursement as conditions to making such payment or reimbursement,
   which requirements may include a requirement that any such person who is
   not a director execute an affirmation or undertaking or both.  Nothing
   contained in this paragraph (b) shall be construed to require the
   Company to pay or reimburse any expenses incurred by any such person
   prior to the ultimate disposition of such proceeding or to require the
   Company to pay or reimburse subsequent to the ultimate disposition of
   such proceeding any expenses incurred by any such person, except as
   provided in paragraph (a).

   (c)   Service in the capacity of a director, officer, employee or agent
   of the Company shall include service at the request of the Company as a
   director, officer, partner, trustee, fiduciary, employee or agent of any
   other corporation or of any partnership, joint venture, trust, other
   enterprise, or employee benefit plan.  Any approval of any settlement
   may be made by the Board of Directors or, in the case of a settlement by
   any such person who is not a director, by the Chairman of the Board, the
   President or any other officer to whom such authority is delegated by
   the Board of Directors, the Chairman of the Board or the President.
   Except where reimbursement of expenses is ordered by a court, all
   determinations as to the reasonableness of any expenses shall be made by
   the persons authorizing reimbursement or payment thereof.

   (d)   The preceding rights to indemnification shall not be exclusive of
   and shall be in addition to any other rights to which such person would
   be entitled as a matter of law in the absence of the preceding
   provisions.


   Item 8.     Exhibits

Exhibit
Number         Description

4        Crown Central Petroleum Corporation 1995 Management Stock Option Plan.

5        Opinion of Thomas L. Owsley as to legality of securities being
         registered.

23.1     Consent of Thomas L. Owsley is contained within the opinion of counsel
         attached as Exhibit 5.

23.2     Consent of Ernst & Young LLP.

24       Power of attorney is contained on page 7.

   Item 9.     Undertakings

(a)   The undersigned Registrant hereby undertakes:

   (1)   To file, during any period in which offers or sales are being made,a
         post-effective amendment to this Registration Statement;

       (i)  To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;

      (ii)  To reflect in the prospectus any facts or events arising after the
            effective date of the Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in the Registration Statement;

     (iii)  To include any material information with respect to the plan of
            distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement; provided, however, that paragraphs
            (a)(1)(ii) and (a)(1)(iii) do not apply if the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the
            Registrant pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference in the
            Registration Statement.

   (2)   That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

   (3)   To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(b)   The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing
      of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
      the Securities Exchange Act of 1934 (and, where applicable, each filing
      of an employee benefit plan's annual report pursuant to Section 15(d) of
      the Securities Exchange Act of 1934) that is incorporated by reference
      in the Registration Statement shall be deemed to be a new registration
      statement relating to the securities offered therein, and the offering
      of such securities at that time shall be deemed to be the initial bona
      fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the Registrant pursuant to the foregoing provisions, or
      otherwise, the Registrant has been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is against
      public policy as expressed in the Act and is, therefore, unenforceable. 
      In the event that a claim for indemnification against such liabilities
      (other than the payment by the Registrant of expenses incurred or paid
      by a director, officer or controlling person of the Registrant in the
      successful defense of any action, suit or proceeding) is asserted by
      such director, officer or controlling person in connection with the
      securities being registered, the Registrant will, unless in the opinion
      of its counsel the matter has been settled by controlling precedent,
      submit to a court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the Act
      and will be governed by the final adjudication of such issue.

                                   SIGNATURES

   The Registrant.  Pursuant to the requirements of the Securities Act of
1933, Crown Central Petroleum Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Baltimore, State of Maryland, on the 27th day of April, 1995.

                              CROWN CENTRAL PETROLEUM CORPORATION

                              By:    /s/ Henry A. Rosenberg, Jr.
                                    Henry A. Rosenberg, Jr.
                                    Chairman of the Board and Chief Executive
                                       Officer

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Henry A. Rosenberg, Jr., Charles L.
Dunlap, Phillip W. Taff, John E. Wheeler, Jr. and Thomas L. Owsley, and each
of them singly, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him or her in any and all
capacities, to sign any and all amendments or post-effective amendments to
this Registration Statement and to file the same with exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that such attorney-in-fact and agent or his substitute or substitutes may
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature                           Title                                        Date
<S>                           <C>                                           <C>
/s/ Henry A. Rosenberg, Jr.
Henry A. Rosenberg, Jr.       Director, Chairman of the
                              Board and Chief Executive
                              Officer
                              (Principal Executive Officer)                 April 27, 1995

/s/ Charles L. Dunlap
Charles L. Dunlap             Director, President and Chief
                              Operating Officer                             April 27, 1995

/s/ Phillip W. Taff
Phillip W. Taff               Senior Vice President -
                              Finance and Chief Financial Officer
                              (Principal Financial Officer)                 April 27, 1995

/s/ John E. Wheeler, Jr.
John E. Wheeler, Jr.          Senior Vice President -
                              Treasurer and Controller
                              (Principal Accounting Officer)                April 27, 1995

/s/ Jack Africk
Jack Africk                   Director                                      April 27, 1995


/s/ George L. Bunting, Jr.
George L. Bunting, Jr.        Director                                      April 27, 1995


/s/ Michael F. Dacey          Director
Michael F. Dacey                                                            April 27, 1995


/s/ Robert M. Freeman         Director
Robert M. Freeman                                                           April 27, 1995


/s/ Thomas M. Gibbons         Director
Thomas M. Gibbons                                                           April 26, 1995


/s/ Patricia A. Goldman       Director
Patricia A. Goldman                                                         April 27, 1995


/s/ Peter J. Holzer           Director
Peter J. Holzer                                                             April 27, 1995


/s/ William L. Jews           Director
William L. Jews                                                             April 27, 1995
</TABLE>


   The Plan.   Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, on April 27, 1995.

Crown Central Petroleum Corporation 1995 Management Stock Option Plan


                           By:   CROWN CENTRAL PETROLEUM CORPORATION
                                 Administrator

                           By:   /s/ Henry A. Rosenberg, Jr.
<PAGE>

Exhibit
Number         Description

4           Crown Central Petroleum Corporation 1995 Management Stock Option
            Plan.

5           Opinion  of  Thomas L. Owsley as to legality of securities being
            registered.

23.1        Consent of Thomas L. Owsley is contained within the opinion of
            counsel attached as Exhibit 5.

23.2        Consent of Ernst & Young LLP

24          Power of attorney is contained on page 8.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26131}]
{"company-data": {"conformed-name": "CROWN CENTRAL PETROLEUM CORP /MD/", "cik": "0000025885", "assigned-sic": "2911", "irs-number": "520550682", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58927", "film-number": "95532840"}, "business-address": {"street1": "ONE N CHARLES", "city": "BALTIMORE", "state": "MD", "zip": "21201", "phone": "4015397400"}, "former-company": {"former-conformed-name": "UNITED CENTRAL OIL CORP", "date-changed": "19680923"}}
As filed with the Securities and Exchange Commission on April 28, 1995
                                                  Registration No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

         Maryland                                              52-0550682
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                          Identification No.)

One North Charles Street, Baltimore, Maryland                       21201
(Address of Principal Executive Offices)                          (Zip Code)

                      CROWN CENTRAL PETROLEUM CORPORATION
                       1995 MANAGEMENT STOCK OPTION PLAN
                            (Full title of the plan)

                             Thomas L. Owsley, Esq.
                             Vice President - Legal
                      Crown Central Petroleum Corporation
                            One North Charles Street
                           Baltimore, Maryland 21201
                    (Name and address of agent for service)

                                 (410) 539-7400
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                     Proposed        Proposed
   Title of                           maximum        maximum
  securities         Amount          offering       aggregate       Amount of
     to be            to be            price         offering     registration
  registered       registered      per share(1)     price (1)          fee
Class B Common   500,000 shares      $14.56        $7,280,000      $2,510.35
Stock

The Proposed Maximum Aggregate Offering Price represents the price of 500,000
shares of Class B Common Stock based upon $14.56 per share, the average of
the high and low prices reported on the American Stock Exchange on April
21, 1995.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                         Page 1 of 8 sequentially numbered pages.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.     Incorporation of Documents by Reference.

   Crown Central Petroleum Corporation (the "Registrant") and the Crown
Central Petroleum Corporation 1995 Management Stock Option Plan (the "Plan"),
hereby incorporate by reference the following documents filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934 (the "Exchange Act").

   (a)   The Registrant's Annual Report on Form 10-K for the period ended
December 31, 1994.

   (b)   The description of the Registrant's Class B Common Stock in the
Registrant's Form S-2, filed August 21, 1986, as amended.

   All documents subsequently filed by the Registrant and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents.

   Item 6.     Indemnification of Directors and Officers.

   The Maryland General Corporation Law provides that the charter of a
Maryland corporation may include any provision expanding or limiting the
liability of its directors and officers to the corporation or its
stockholders for money damages, but may not include any provision that
restricts or limits the liability of its directors or officers to the
corporation or its stockholders (i) to the extent that it is proved that the
person actually received an improper benefit or profit in money, property, or
services for the amount of the benefit or profit in money, property, or
services actually received, (ii) to the extent that a judgment or other final
adjudication adverse to the person is entered in a proceeding based on a
finding in the proceeding that the person's action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding or (iii) with respect to any action
brought by or on behalf of a State governmental entity, receiver,
conservator, or depositor against a director or officer of certain financial
institutions.

   Section 2-418 of the Maryland General Corporation Law generally provides
that a corporation may indemnify any director made a party to any proceeding
by reason of service in that capacity unless it is established that (i) the
act or omission of the director was material to the matter giving rise to the
proceeding, and (A) was committed in bad faith or (B) was the result of
active and deliberate dishonesty; (ii) the director actually received an
improper personal benefit in money, property, or services; or (iii) in the
case of any criminal proceeding, the director had reasonable cause to believe
that the act or omission was unlawful.

   Indemnification may be against judgments, penalties, fines, settlements,
and reasonable expenses actually incurred by the director in connection with
the proceeding.  However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding in
which the director shall have been adjudged to be liable to the corporation.
The termination of any proceeding by judgment, order, or settlement does not
create a presumption that the director did not meet the requisite standard of
conduct set forth in the preceding paragraph.  The termination of any
proceeding by conviction, or a plea of nolo contendere or its equivalent, or
an entry of an order of probation prior to judgment, creates a rebuttable
presumption that the director did not meet that standard of conduct.

   A director may not be indemnified in respect of any proceeding charging
improper personal benefit to the director, whether or not involving action in
the director's official capacity, in which the director was adjudged to be
liable on the basis that personal benefit was improperly received.
Indemnification may not be made by the corporation unless authorized for a
specific proceeding after a determination has been made that indemnification
of the director is permissible in the circumstances because the director has
met the standard of conduct described above.  Such determination must be
made:

   (i) by the board of directors by a majority vote of a quorum consisting of
   directors not, at the time, parties to the proceeding, or, if such a quorum
   cannot be obtained, then by a majority vote of a committee of the board
   consisting solely of two or more directors not, at the time, parties to
   such proceeding and who were duly designated to act in the matter by a
   majority vote of the full board in which the designated directors who are
   parties may participate;

   (ii) by special legal counsel selected by the board of directors or a
   committee of the board by vote as set forth in the preceding subparagraph
   (i), or, if the requisite quorum of the full board cannot be obtained
   therefore and the committee cannot be established, by a majority vote of
   the full board in which directors who are parties may participate; or

   (iii) by the stockholders.

   Authorization of indemnification and determination as to reasonableness of
expenses must be made in the same manner as the determination that
indemnification is permissible.  However, if the determination that
indemnification is permissible is made by special legal counsel,
authorization of indemnification and determination as to reasonableness of
expenses must be made in the manner specified in subparagraph (ii) above for
selection of such counsel.

   Reasonable expenses incurred by a director who is party to a proceeding may
be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of (i) a written
affirmation by the director of the director's good faith belief that the
standard of conduct necessary for indemnification by the corporation as
authorized by the relevant Maryland statutory section has been met; and (ii)
a written undertaking by or on behalf of the director to repay the amount if
it shall ultimately be determined that the standard of conduct has not been
met.  The undertaking described in the preceding sentence shall be an
unlimited general obligation of the director but need not be secured and may
be accepted without reference to financial ability to make the repayment.

   Unless limited by the charter, (i) a corporation may indemnify and advance
expenses to an officer, employee, or agent of the corporation to the same
extent that it may indemnify directors under this section; and (ii) a
corporation, in addition, may indemnify and advance expenses to an officer,
employee, or agent who is not a director to such further extent, consistent
with law, as may be provided by its charter, bylaws, general or specific
action of its board of directors, or contract.

   The Maryland General Corporation Law also generally provides for mandatory
indemnification of a director or officer who has been successful, on the
merits or otherwise, in the defense of certain proceedings.

   With respect to the liability of the Registrant's directors or officers for
monetary damages to the Registrant or its stockholders, Article NINTH
Paragraph 10 of the Registrant's Agreement of Consolidation provides as
follows:

   No person who is or formerly was a director or officer of the
   Corporation shall have any liability to the Corporation or to any
   stockholder of the Corporation for money damages in connection with any
   action, or failure to act, subsequent to February 18, 1988 in his or her
   capacity as a director or officer; provided, however, that nothing
   contained herein shall restrict or limit the liability of any person

      (a)   to the extent that it is proved that such person actually
      received an improper benefit or profit in money, property or services,
      for the amount of the benefit or profit in money, property or services
      actually received; or

      (b)   to the extent that a judgment or other final adjudication adverse
      to such person is entered in a proceeding based on a finding in the
      proceeding that such person's action, or failure to act, was the
      result of active and deliberate dishonesty and was material to the
      cause of action adjudicated in the proceeding.

   Neither the amendment nor repeal of this Paragraph (10), nor the
   adoption of any provision of the Charter of the Corporation inconsistent
   with this Paragraph (10) shall affect the liability of any director or
   officer, or former director or officer, of the Corporation with respect
   to any act or failure to act which occurred prior to such amendment,
   repeal or adoption.

Article 45 of the Registrant's bylaws states, as to indemnification:

   45.   (a)   Each person who is now, or who shall hereafter become, a
   director, officer, employee or agent of the Company, whether or not
   serving in one or more of such capacities at the time indemnification is
   sought or paid, and who is made a party defendant to any proceeding by
   reason of service in any one or more of such capacities shall be
   indemnified in the manner and to the maximum extent authorized by law
   against judgments, penalties, fines, settlements (approved by the
   Company) and reasonable expenses actually incurred in connection with
   such proceeding unless it is proved that the act or omission of such
   person was material to the cause of action adjudicated in the proceeding
   or, in the case of a settlement, to be adjudicated in the proceeding,
   and that (1) such act or omission (A) was committed in bad faith or (B)
   was the result of active and deliberate dishonesty or (2) such person
   actually received an improper personal benefit in money, property or
   services or (3) in the case of any criminal proceeding, such person had
   reasonable cause to believe the act or omission was unlawful.  Such
   indemnification shall not be made unless authorized for a specific
   proceeding after a determination in accordance with Maryland law that
   the director, officer, employee or agent has met the standard of conduct
   set forth in this paragraph.  Additionally, any such person who was not
   a director of the company at the time of the commission of the act or
   the omission to act which is a subject of such proceeding shall be
   indemnified to such further extent, if any, consistent with law, as may
   be provided in any contract between the Company and such person and may
   be indemnified, but shall not be entitled to be indemnified, to such
   further extent, if any, consistent with law, as may be authorized,
   prospectively or retroactively, by the Board of Directors, the Chairman
   of the Board, the President or any other officer to whom such authority
   is delegated by the Board of Directors, the Chairman of the Board or the
   President.

   (b)   Payment or reimbursement in advance of the final disposition of any
   proceeding described in paragraph (a) of reasonable expenses incurred by
   any such person in defending such proceeding may be authorized by the
   Board of Directors or in the case of any such person who is not a
   director, by the Chairman of the Board, the President or any other
   officer to whom such authority is delegated by the Board of Directors,
   the Chairman of the Board or the President; provided, however, that in
   the case of any such person who is a director, the Company shall have
   received:

      (1)   A written affirmation by such person of such person's good faith
      belief that the standard of conduct necessary for indemnification by
      the Company as authorized by law has been met; and

      (2) A written undertaking by or on behalf of such person to repay all
      amounts so paid or reimbursed if it shall ultimately be determined
      that such standard of conduct has not been met;

   and provided, further, that in the case of any such person (whether or
   not such person is a director) such person shall have complied with all
   requirements imposed by which ever of the Board of Directors, Chairman
   of the Board, President or other officer authorizes such payment or
   reimbursement as conditions to making such payment or reimbursement,
   which requirements may include a requirement that any such person who is
   not a director execute an affirmation or undertaking or both.  Nothing
   contained in this paragraph (b) shall be construed to require the
   Company to pay or reimburse any expenses incurred by any such person
   prior to the ultimate disposition of such proceeding or to require the
   Company to pay or reimburse subsequent to the ultimate disposition of
   such proceeding any expenses incurred by any such person, except as
   provided in paragraph (a).

   (c)   Service in the capacity of a director, officer, employee or agent
   of the Company shall include service at the request of the Company as a
   director, officer, partner, trustee, fiduciary, employee or agent of any
   other corporation or of any partnership, joint venture, trust, other
   enterprise, or employee benefit plan.  Any approval of any settlement
   may be made by the Board of Directors or, in the case of a settlement by
   any such person who is not a director, by the Chairman of the Board, the
   President or any other officer to whom such authority is delegated by
   the Board of Directors, the Chairman of the Board or the President.
   Except where reimbursement of expenses is ordered by a court, all
   determinations as to the reasonableness of any expenses shall be made by
   the persons authorizing reimbursement or payment thereof.

   (d)   The preceding rights to indemnification shall not be exclusive of
   and shall be in addition to any other rights to which such person would
   be entitled as a matter of law in the absence of the preceding
   provisions.

   Item 8.     Exhibits

Exhibit
Number         Description

4        Crown Central Petroleum Corporation 1995 Management Stock Option Plan.

5        Opinion of Thomas L. Owsley as to legality of securities being
         registered.

23.1     Consent of Thomas L. Owsley is contained within the opinion of counsel
         attached as Exhibit 5.

23.2     Consent of Ernst & Young LLP.

24       Power of attorney is contained on page 7.

   Item 9.     Undertakings

(a)   The undersigned Registrant hereby undertakes:

   (1)   To file, during any period in which offers or sales are being made,a
         post-effective amendment to this Registration Statement;

       (i)  To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;

      (ii)  To reflect in the prospectus any facts or events arising after the
            effective date of the Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in the Registration Statement;

     (iii)  To include any material information with respect to the plan of
            distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement; provided, however, that paragraphs
            (a)(1)(ii) and (a)(1)(iii) do not apply if the information
            required to be included in a post-effective amendment by those
            paragraphs is contained in periodic reports filed by the
            Registrant pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference in the
            Registration Statement.

   (2)   That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

   (3)   To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(b)   The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing
      of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
      the Securities Exchange Act of 1934 (and, where applicable, each filing
      of an employee benefit plan's annual report pursuant to Section 15(d) of
      the Securities Exchange Act of 1934) that is incorporated by reference
      in the Registration Statement shall be deemed to be a new registration
      statement relating to the securities offered therein, and the offering
      of such securities at that time shall be deemed to be the initial bona
      fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the Registrant pursuant to the foregoing provisions, or
      otherwise, the Registrant has been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is against
      public policy as expressed in the Act and is, therefore, unenforceable. 
      In the event that a claim for indemnification against such liabilities
      (other than the payment by the Registrant of expenses incurred or paid
      by a director, officer or controlling person of the Registrant in the
      successful defense of any action, suit or proceeding) is asserted by
      such director, officer or controlling person in connection with the
      securities being registered, the Registrant will, unless in the opinion
      of its counsel the matter has been settled by controlling precedent,
      submit to a court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the Act
      and will be governed by the final adjudication of such issue.

                                   SIGNATURES

   The Registrant.  Pursuant to the requirements of the Securities Act of
1933, Crown Central Petroleum Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Baltimore, State of Maryland, on the 27th day of April, 1995.

                              CROWN CENTRAL PETROLEUM CORPORATION

                              By:    /s/ Henry A. Rosenberg, Jr.
                                    Henry A. Rosenberg, Jr.
                                    Chairman of the Board and Chief Executive
                                       Officer

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Henry A. Rosenberg, Jr., Charles L.
Dunlap, Phillip W. Taff, John E. Wheeler, Jr. and Thomas L. Owsley, and each
of them singly, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him or her in any and all
capacities, to sign any and all amendments or post-effective amendments to
this Registration Statement and to file the same with exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that such attorney-in-fact and agent or his substitute or substitutes may
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature                           Title                                        Date
/s/ Henry A. Rosenberg, Jr.
Henry A. Rosenberg, Jr.       Director, Chairman of the
                              Board and Chief Executive
                              Officer
                              (Principal Executive Officer)                 April 27, 1995

/s/ Charles L. Dunlap
Charles L. Dunlap             Director, President and Chief
                              Operating Officer                             April 27, 1995

/s/ Phillip W. Taff
Phillip W. Taff               Senior Vice President -
                              Finance and Chief Financial Officer
                              (Principal Financial Officer)                 April 27, 1995

/s/ John E. Wheeler, Jr.
John E. Wheeler, Jr.          Senior Vice President -
                              Treasurer and Controller
                              (Principal Accounting Officer)                April 27, 1995

/s/ Jack Africk
Jack Africk                   Director                                      April 27, 1995

/s/ George L. Bunting, Jr.
George L. Bunting, Jr.        Director                                      April 27, 1995

/s/ Michael F. Dacey          Director
Michael F. Dacey                                                            April 27, 1995

/s/ Robert M. Freeman         Director
Robert M. Freeman                                                           April 27, 1995

/s/ Thomas M. Gibbons         Director
Thomas M. Gibbons                                                           April 26, 1995

/s/ Patricia A. Goldman       Director
Patricia A. Goldman                                                         April 27, 1995

/s/ Peter J. Holzer           Director
Peter J. Holzer                                                             April 27, 1995

/s/ William L. Jews           Director
William L. Jews                                                             April 27, 1995
The Plan.   Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, on April 27, 1995.

Crown Central Petroleum Corporation 1995 Management Stock Option Plan

                           By:   CROWN CENTRAL PETROLEUM CORPORATION
                                 Administrator

                           By:   /s/ Henry A. Rosenberg, Jr.
Exhibit
Number         Description

4           Crown Central Petroleum Corporation 1995 Management Stock Option
            Plan.

5           Opinion  of  Thomas L. Owsley as to legality of securities being
            registered.

23.1        Consent of Thomas L. Owsley is contained within the opinion of
            counsel attached as Exhibit 5.

23.2        Consent of Ernst & Young LLP

24          Power of attorney is contained on page 8.