<PAGE>
     As filed with the Securities and Exchange Commission on May 3, 1994        
                                   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                    (I.R.S. Employer
     of incorporation or organization)             Identification No.)

                             One North Charles Street
                             Baltimore, Maryland 21201
                  (Address of principal executive offices)   (Zip Code)

                        CROWN CENTRAL PETROLEUM CORPORATION
                           1994 LONG-TERM INCENTIVE PLAN
                             (Full title of the plan)

                                        and

                        CROWN CENTRAL PETROLEUM CORPORATION
                              EMPLOYEES SAVINGS PLAN
                             (Full title of the plan)

                                 Thomas L. Owsley
                             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)
<PAGE>



   <PAGE>
                          CALCULATION OF REGISTRATION FEE

                        Proposed
          Proposed       maximum
   Title of securitiesAmount to bemaximum offering
                                              g aggregate offering
                                                                Amount of
   to be registered    registered price per share1   price  registration fee

   Class B Common Stock 2,000,000     $22.3125   $44,625,000.00$15,387.93
   $5 par value    
   1 Estimated solely for purposes of calculating the registration fee pursuant
   to Rule 451(h).

   The Proposed Maximum Aggregate Offering Price represents the price of
   2,000,000 shares of Class B Common Stock based upon $22.3126 per share, the
   average of the high and low prices reported on the American Stock Exchange 
   on April 26, 1994.

   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.

                         The Exhibit Index is on Page 11. <PAGE>
 


   <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  Employees Savings  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, 1993 (File No. 1-1059).

     (b)  The  description of  the  Registrant's Class  B  Common Stock  in  the
   Registrant's Form S-2, filed August 21, 1986, as amended. 
     (c)  The Crown Central Petroleum  Corporation 1994 Long-Term Incentive Plan
   in the Registrant's Proxy Statement filed March 24, 1994.

     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.
     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,
<PAGE>



          for the amount of the benefit or profit in money, property or services
          actually received; or

























































                                                                    Page 4 of 11
<PAGE>



   <PAGE>
          (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 whicheverof the Board of Directors, Chairman of the


                                                                    Page 5 of 11
<PAGE>



<PAGE>  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.

     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


                                                                    Page 6 of 11
<PAGE>



   <PAGE> 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 therefor  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.


   Item 8.     Exhibits

   4.1    Crown Central Petroleum Corporation Employees Savings Plan. 

   4.2    Articles Supplementary, filed  with the Maryland Secretary of State on
          March 31, 1994, which changed the ratio  of Class A and Class B Common
          Stock by reclassifying  1 million  Common Shares from  Class A  Common
          Stock to Class B Common Stock.

   5.1    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 5.1.

   23.2   Consent of Ernst & Young.
   24     Power of attorney is contained on page 9.



                                                                    Page 7 of 11
<PAGE>



   <PAGE>
   28     The  Crown Central Petroleum Corporation  Employees Savings Plan.  The
          undersigned Registrant hereby  undertakes to submit  the Plan and  any
          amendment thereto to the  Internal Revenue Service in a  timely manner
          and will make all changes required by the Internal Revenue  Service in
          order to qualify  the Plan under Section  401 of the  Internal Revenue
          Code.
   _______________


   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


                                                                    Page 8 of 11
<PAGE>



   event that a claim  for indemnification against such liabilities  (other than
   the payment by the Registrant of expenses

























































                                                                    Page 9 of 11
<PAGE>



   <PAGE>  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.




















































                                                                   Page 10 of 11
<PAGE>



   <PAGE>
                                    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 28th day of April, 1994.
                         CROWN CENTRAL PETROLEUM CORPORATION



                         By:  Henry A. Rosenberg, Jr.
                              Henry A. Rosenberg, Jr.

     KNOW ALL MEN BY  THESE PRESENTS, that each  person whose signature  appears
   below hereby constitutes  and appoints  Henry A. Rosenberg,  Jr., Charles  L.
   Dunlap,  Edward L. Rosenberg, 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  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

                         Chairman of the Board and     4/28/94
   Henry A. Rosenberg, Jr.    Chief Executive Officer
   Henry A. Rosenberg, Jr.    (Principal Executive Officer)


   Charles L. Dunlap     Director, President and Chief 4/28/94
   Charles L. Dunlap     Operating Officer


   Directors:

   Jack Africk                Director                 04/28/94
   Jack Africk


   George L. Bunting, Jr.     Director                 04/28/94
   George L. Bunting, Jr.


   Michael F. Dacey           Director                 04/28/94
   Michael F. Dacey



                                                                   Page 11 of 11
<PAGE>



   <PAGE>
   Robert M. Freeman          Director                 04/28/94
   Robert M. Freeman


   Thomas M. Gibbons          Director                 04/28/94
   Thomas M. Gibbons


   Patricia A. Goldman        Director                 04/28/94
   Patricia A. Goldman

   William L. Jews            Director                 04/28/94
   William L. Jews


   Malcolm McNair             Director                 04/28/94
   Malcolm McNair


   Phillip W. Taff            Director                 04/28/94
   Phillip W. Taff


   Bailey A. Thomas           Director                 04/28/94
   Bailey A. Thomas


   Edward L. Rosenberg     Senior Vice President-Finance
   Edward L. Rosenberg   and Administration            4/28/94
                         (Principal Financial Officer)

   John E. Wheeler, Jr.    Vice President - Treasurer and 
   John E. Wheeler, Jr.       Controller (Principal    4/28/94
                              Accounting Officer)


   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 28, 1994.

                    Crown Central Petroleum Corporation Employees Savings Plan

                    By: Henry A. Rosenberg, Jr.
                        Henry A. Rosenberg, Jr., Substitute Administrator















                                                                   Page 12 of 11
<PAGE>



   <PAGE>                        Index to Exhibits
   Sequentially
   Numbered
   Exhibit                                                                  Page


   4.1         Crown   Central   Petroleum   Corporation   Employees
               Savings Plan.                                                  13

   4.2         Articles  Supplementary,  filed  with   the  Maryland
               Secretary of State  on March 31, 1994,  which changed
               the ratio  of Class  A and  Class B  Common Stock  by
               reclassifying 1  million Common Shares  from Class  A
               Common Stock to Class B Common Stock.                         131

   5.1         Opinion  of  Thomas  L.  Owsley  as  to  legality  of
               securities being registered.                                  134

   23.1        Consent of Thomas  L. Owsley is contained  within the
               opinion of counsel attached as Exhibit 5.1.

   23.2        Consent of Ernst & Young.                                     135
   24          Power of attorney is contained on page 9.

   28          The  Crown  Central  Petroleum Corporation  Employees
               Savings Plan.    The  undersigned  Registrant  hereby
               undertakes  to  submit  the  Plan  and  any amendment
               thereto to the  Internal Revenue Service in  a timely
               manner  and  will make  all  changes required  by the
               Internal  Revenue  Service in  order  to qualify  the
               Plan under Section 401 of the Internal Revenue Code.
   _________






























                                                                   Page 13 of 11
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF 2,000,000 ADDITIONAL SHARES", "secsgml_size_bytes": 30124}]
{"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": "033-53457", "film-number": "94525926"}, "business-address": {"street1": "ONE N CHARLES", "city": "BALTIMORE", "state": "MD", "zip": "21201", "phone": "3015397400"}, "former-company": {"former-conformed-name": "UNITED CENTRAL OIL CORP", "date-changed": "19680923"}}
As filed with the Securities and Exchange Commission on May 3, 1994        
                                   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                    (I.R.S. Employer
     of incorporation or organization)             Identification No.)

                             One North Charles Street
                             Baltimore, Maryland 21201
                  (Address of principal executive offices)   (Zip Code)

                        CROWN CENTRAL PETROLEUM CORPORATION
                           1994 LONG-TERM INCENTIVE PLAN
                             (Full title of the plan)

                                        and

                        CROWN CENTRAL PETROLEUM CORPORATION
                              EMPLOYEES SAVINGS PLAN
                             (Full title of the plan)

                                 Thomas L. Owsley
                             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       maximum
   Title of securitiesAmount to bemaximum offering
                                              g aggregate offering
                                                                Amount of
   to be registered    registered price per share1   price  registration fee

   Class B Common Stock 2,000,000     $22.3125   $44,625,000.00$15,387.93
   $5 par value    
   1 Estimated solely for purposes of calculating the registration fee pursuant
   to Rule 451(h).

   The Proposed Maximum Aggregate Offering Price represents the price of
   2,000,000 shares of Class B Common Stock based upon $22.3126 per share, the
   average of the high and low prices reported on the American Stock Exchange 
   on April 26, 1994.

   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.

                         The Exhibit Index is on Page 11.
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  Employees Savings  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, 1993 (File No. 1-1059).

     (b)  The  description of  the  Registrant's Class  B  Common Stock  in  the
   Registrant's Form S-2, filed August 21, 1986, as amended. 
     (c)  The Crown Central Petroleum  Corporation 1994 Long-Term Incentive Plan
   in the Registrant's Proxy Statement filed March 24, 1994.

     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.
     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

                                                                    Page 4 of 11
(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 whicheverof the Board of Directors, Chairman of the

                                                                    Page 5 of 11
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.

     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

                                                                    Page 6 of 11
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 therefor  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.

   Item 8.     Exhibits

   4.1    Crown Central Petroleum Corporation Employees Savings Plan. 

   4.2    Articles Supplementary, filed  with the Maryland Secretary of State on
          March 31, 1994, which changed the ratio  of Class A and Class B Common
          Stock by reclassifying  1 million  Common Shares from  Class A  Common
          Stock to Class B Common Stock.

   5.1    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 5.1.

   23.2   Consent of Ernst & Young.
   24     Power of attorney is contained on page 9.

                                                                    Page 7 of 11
28     The  Crown Central Petroleum Corporation  Employees Savings Plan.  The
          undersigned Registrant hereby  undertakes to submit  the Plan and  any
          amendment thereto to the  Internal Revenue Service in a  timely manner
          and will make all changes required by the Internal Revenue  Service in
          order to qualify  the Plan under Section  401 of the  Internal Revenue
          Code.
   _______________

   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

                                                                    Page 8 of 11
event that a claim  for indemnification against such liabilities  (other than
   the payment by the Registrant of expenses

                                                                    Page 9 of 11
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.

                                                                   Page 10 of 11
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 28th day of April, 1994.
                         CROWN CENTRAL PETROLEUM CORPORATION

                         By:  Henry A. Rosenberg, Jr.
                              Henry A. Rosenberg, Jr.

     KNOW ALL MEN BY  THESE PRESENTS, that each  person whose signature  appears
   below hereby constitutes  and appoints  Henry A. Rosenberg,  Jr., Charles  L.
   Dunlap,  Edward L. Rosenberg, 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  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

                         Chairman of the Board and     4/28/94
   Henry A. Rosenberg, Jr.    Chief Executive Officer
   Henry A. Rosenberg, Jr.    (Principal Executive Officer)

   Charles L. Dunlap     Director, President and Chief 4/28/94
   Charles L. Dunlap     Operating Officer

   Directors:

   Jack Africk                Director                 04/28/94
   Jack Africk

   George L. Bunting, Jr.     Director                 04/28/94
   George L. Bunting, Jr.

   Michael F. Dacey           Director                 04/28/94
   Michael F. Dacey

                                                                   Page 11 of 11
Robert M. Freeman          Director                 04/28/94
   Robert M. Freeman

   Thomas M. Gibbons          Director                 04/28/94
   Thomas M. Gibbons

   Patricia A. Goldman        Director                 04/28/94
   Patricia A. Goldman

   William L. Jews            Director                 04/28/94
   William L. Jews

   Malcolm McNair             Director                 04/28/94
   Malcolm McNair

   Phillip W. Taff            Director                 04/28/94
   Phillip W. Taff

   Bailey A. Thomas           Director                 04/28/94
   Bailey A. Thomas

   Edward L. Rosenberg     Senior Vice President-Finance
   Edward L. Rosenberg   and Administration            4/28/94
                         (Principal Financial Officer)

   John E. Wheeler, Jr.    Vice President - Treasurer and 
   John E. Wheeler, Jr.       Controller (Principal    4/28/94
                              Accounting Officer)

   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 28, 1994.

                    Crown Central Petroleum Corporation Employees Savings Plan

                    By: Henry A. Rosenberg, Jr.
                        Henry A. Rosenberg, Jr., Substitute Administrator

                                                                   Page 12 of 11
Index to Exhibits
   Sequentially
   Numbered
   Exhibit                                                                  Page

   4.1         Crown   Central   Petroleum   Corporation   Employees
               Savings Plan.                                                  13

   4.2         Articles  Supplementary,  filed  with   the  Maryland
               Secretary of State  on March 31, 1994,  which changed
               the ratio  of Class  A and  Class B  Common Stock  by
               reclassifying 1  million Common Shares  from Class  A
               Common Stock to Class B Common Stock.                         131

   5.1         Opinion  of  Thomas  L.  Owsley  as  to  legality  of
               securities being registered.                                  134

   23.1        Consent of Thomas  L. Owsley is contained  within the
               opinion of counsel attached as Exhibit 5.1.

   23.2        Consent of Ernst & Young.                                     135
   24          Power of attorney is contained on page 9.

   28          The  Crown  Central  Petroleum Corporation  Employees
               Savings Plan.    The  undersigned  Registrant  hereby
               undertakes  to  submit  the  Plan  and  any amendment
               thereto to the  Internal Revenue Service in  a timely
               manner  and  will make  all  changes required  by the
               Internal  Revenue  Service in  order  to qualify  the
               Plan under Section 401 of the Internal Revenue Code.
   _________

                                                                   Page 13 of 11