CROWN ENERGY CORP
S-1/A, 1996-11-04
DRILLING OIL & GAS WELLS
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            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549
  
                         FORM S-1
               REGISTRATION STATEMENT/AMENDMENT #4    
  
             Under the Securities Act of 1933
  
                      CROWN ENERGY CORPORATION             
  
  (Exact name of registrant as specified in its charter)
               Commission File No. 333-2358
  
       Utah                  1311                          87-0368981  
  
(State or other jurisdiction of  Primary Standard Industrial (I.R.S. Employer
incorporation or organization)  Classification Code Number Identification No.)
  
                215 South State, Suite 550
                Salt Lake City, Utah  84111
                   (801) 537-5610                       
    (Address, including zip code and telephone number,
  including area code, of Registrant's principal executive offices)
  
             Richard S. Rawdin, Vice President
                 Crown Energy Corporation
                215 South State, Suite 550
                Salt Lake City, Utah  84111
                      (801) 537-5610                 
  (Name, address, including zip code and telephone number,
        including area code, of agent for service)
                      With copies to:
  
                 Lorin E. Patterson, Esq.
                  Suitter Axland & Hanson
              175 S. West Temple, Suite #700
                Salt Lake City, Utah  84101
  
     Approximate date of commencement of proposed sale to public:  As soon
  as practicable after the effectiveness of this Registration Statement.
  
     If any of the securities registered on this form are
  to be offered on a delayed or continuous basis pursuant
  to Rule 415 under the Securities Act of 1933, check the
  following box.                                          
  
     If this Form is filed to register additional
  securities for an offering pursuant to Rule 462(b) under
  the Securities Act, please check the following box and
  list the Securities Act registration statement number of
  the earlier effective registration statement for the same
  offering.                                               
  
     If this Form is a post-effective amendment filed
  pursuant to Rule 462(c) under the Securities Act, check
  the following box and list the Securities Act
  registration statement number of the earlier effective
  registration statement for the same offering.           
  
     If delivery of the prospectus is expected to be made
  pursuant to Rule 434, please check the following box.   
  

              CALCULATION OF REGISTRATION FEE
  
  
Title of      Amount to     Proposed Maximum  Proposed Maximum    Amount of
Each Class    be            Offering Price    Aggregate Offering  Registration
of Securities Registered
to be
Registered

Common Stock  2,890,600       $.67              $1,965.668         $667.83

  
     Estimated solely for purposes of calculating the
  registration fee.  Calculated on the basis of the average
  of the high bid and asked prices for the Registrant's
  Common Stock quoted on the NASD OTC Bulletin Board on
  March 8, 1996.  
  
     The registrant hereby amends this Registration
  Statement on such date or dates as may be necessary to
  delay its effective date until the registrant shall file
  a further amendment which specifically states that this
  Registration Statement shall thereafter become effective
  in accordance with Section 8(a) of the Securities Act of
  1933 or until this Registration Statement shall become
  effective on such date as the Commission, acting pursuant
  to said Section 8(a), may determine.


                           SIGNATURES
  
  
    Pursuant to the requirements of the Securities Act of 1933, the
  registrant has duly caused this Registration Statement to be signed on its
  behalf by the undersigned, thereunto duly authorized.
  
                                  CROWN ENERGY CORPORATION
  
  
  Date: October 29, 1996          By:  /s/ James A. Middleton
                                  James A. Middleton, Chairman of the
                                  Board and Chief Executive Officer  
                                 
  
    Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons on
  behalf of the registrant and in the capacities and on the dates indicated. 
  Each of the undersigned expressly adopt as his electronic signature his or
  her name typed in italics and preceded by /s/.
  
  Signature                                 Date
  
  
  
   /s/ James A. Middleton                   October 29, 1996                
  James A. Middleton, Chairman of
  the Board of Directors, Chief
  Executive Officer
  
  
  
   /s/ Jay Mealey                           October 29, 1996
  Jay Mealey, President,
  Chief Operating Officer and Treasurer
  
  
  
   /s/ Richard S. Rawdin                    October 29, 1996
  Richard S. Rawdin, Vice-President,
  Director and Secretary





            CONSENT OF INDEPENDENT ACCOUNTANTS
                             
     We hereby consent to the use in the Prospectus
     constituting part of this Amendment No. 3 to the
     Registration Statement on Form S-1 for Crown Energy
     Corporation, of our report dated January 26, 1996,
     relating to the December 31, 1995 and 1994 financial
     statements of Crown Energy Corporation, which appears in
     such Prospectus.  We also consent to the reference to us
     under the heading "Experts".
     
     
     /s/  Pritchett, Siler & Hardy, P.C.
     PRITCHETT, SILER & HARDY, P.C.
     
     
     Salt Lake City, Utah
     October 28, 1996


   
                     SUITTER AXLAND & HANSON
               A UTAH PROFESSIONAL LAW CORPORATION
                     175 SOUTH WEST TEMPLE
                          SEVENTH FLOOR
                SALT LAKE CITY, UTAH  84101-1480
                     TELEPHONE (801) 532-7300



                     October 28, 1996



Mr. Richard Rawdin, Vice President
Crown Energy Corporation
215 S. State Street, Suite 550
Salt Lake City, UT 84101

     Re:  Crown Energy Corporation (the "Company")
          Registration Statement on Form S-1/Amendment #3
          File No. 333-2358, originally filed March 14, 1996

Dear Sir/Madam:

     We hereby consent to use in the above-referenced Registration Statement of
our opinion regarding the legality of the subject securities dated as of 
October 7, 1996.  We also consent to the reference to our firm under the 
heading "Legal Matters." 
     

                                   Very truly yours,

                                   SUITTER AXLAND & HANSON

                                   /s/Suitter Axland & Hanson

    

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