The mighty Blaustein clan has split up.

     The descendants of Louis Blaustein, the founder of
Amoco Oil whose grandchildren now control Crown Central
Petroleum Corp. and various other businesses, have
decided to divvy up the family wealth into three
companies. Common family ownership of the $1.9 billion
fortune will end, according to securities filings.

     Henry Rosenberg Jr.'s immediate family will control
Crown Central Petroleum. Rosenberg is chief executive and
chairman of Crown. Other branches of the Blausteins, with
storied business and philanthropic names such as
Hoffberger and Thalheimer, are breaking off, jettisoning
their interest in Crown in favor of the family's real
estate, office products and sound equipment businesses.

     Various members of the family and their
representatives either could not be reached or declined
to comment.

     "We're not ready to discuss anything at this time,"
said Edward L. Rosenberg, Louis Blaustein's
great-grandson who is involved in the oil and gas
business.

     The Blausteins are among the 50 wealthiest families
in the United States, according to Forbes magazine. Most
of that wealth is in the petroleum industry. Louis, a
Lithuanian immigrant, and son Jacob verily invented
mass-marketed petroleum products in the early 1900s,
including the metered gasoline pump. The family was
kicked out of Amoco in the 1950s in a dispute with
Standard Oil of Indiana, which had gained control of
Amoco. Meanwhile, Louis had acquired Crown, a Texas oil
company, in 1930.

     Today, the Blaustein empire employs nearly 4,000
people, and its flagship holding company had revenue in
1997 of more than $496 million. The businesses -- until
recently under the American Trading and Production Co.
umbrella -- are run out of offices in the Blaustein
Building at 1 N. Charles St.

Three companies

     As of Jan. 1, though, the 15 Blaustein-family board
members of American Trading dissolved the company,
transferring its assets to three separate companies:
ATAPCO Inc., American Trading Real Estate Co. and Gateway
Gathering and Marketing Co.

     Gateway, according to a filing with the Securities
and Exchange Commission, now owns the majority stake in
Crown Central Petroleum once controlled by American
Trading. Gateway will be owned by Rosenberg and his
immediate family, including his two sons. Henry
Rosenberg's sisters, Ruth R. Marder and Judith R.
Hoffberger, will also own Gateway.

     Crown, Gateway's largest holding, has been a
troublesome child for the Blaustein family. Crown, which
had $1.6 billion in revenues in 1997, owns oil refinery
operations in Texas and an extensive retail gas station
network in the Mid-Atlantic and Southeast. Crown made
$19.2 million in 1997, but only after losing tens of
millions of dollars in the previous four years. In 1998,
though certain parts of Crown performed well, the
bleeding resumed as margins in the refining business
collapsed from weak demand. In the first nine months of
last year, Crown lost $12.8 million.

     The company's stock price has taken a significant
hit as well. Crown's Class A stock, of which Gateway owns
49 percent, has taken the worst hit. It traded as high as
$22 a share in August 1997, but has fallen steadily,
trading at $7.75 mid-week. The company's Class B stock,
which is most widely held (Gateway owns about 11
percent), traded at more than $20 in 1997, but now trades
for about $7.25. No equity analysts follow the stock.

     Institutional investors, however, have been very
active in Crown in the last year. In January 1998, the
Fidelity Low-Priced Stock Fund bought a 10.59 percent
stake in Crown Class A, the largest such stake after the
Blaustein family. In February 1998, Wellington Management
sold its 8.69 percent stake in Crown Class B. Then, in
October, long-time Class B holder Schneider Capital
Management of Pennsylvania sold its 10.57 percent stake.
Finally, in December, Heartland Advisors of Milwaukee
bought 13.4 percent of the Class B shares.

Huge stock holdings

     The rest of the family, such as Henry Rosenberg
cousins Louis B. Thalheimer, Elizabeth Wachs, Marjorie
Coleman, and the Hirschorn and Roswell families, will own
the rest of the family empire. Various family members are
active in the business, and Thalheimer was chief
executive of American Trading before its dissolution.

     It is not clear, however, how the non-Crown family
assets will be divvied up and which family members will
control which parts. The remaining assets are
considerable, including a sprawling array of
manufacturing companies and extensive real estate
holdings.

     The family's stock is its most valuable holding. The
various Blausteins' stake in Amoco was last valued at
$1.8 billion before that company's merger with British
Petroleum Plc. Its stock in First Union Corp., dating
back to when the Blausteins were the largest owners of
Baltimore's Union Trust, is worth about $170 million. Its
ownership of Capital One Financial, a Virginia credit
card company, is worth about $175 million.

     Since the mid-1980s, the family had become one of
the country's biggest manufacturers of office and
business supplies. That division, with manufacturing
facilities in Indiana, Missouri and elsewhere in the
Midwest, had sales of more than $100 million in 1997. The
family also owns speaker- maker Atlas/Soundelier. A
computer security business, Northern Computers of
Milwaukee, was recently sold.

     The family's best-known local properties are
downtown's 25-story Blaustein Building and the 16-story
W.R. Grace & Co. Building. According to a reorganization
plan filed with the SEC, the value of these two
properties -- last assessed at about $13 million -- will
be divided among the three branches.

     On Dec. 31, American Trading and Production reported
as its net worth (assets minus liabilities) as a whopping
$1.32 billion, according to Dun & Bradstreet.

Why?

     Why would the family decide to split up its
holdings? The answer may be in Crown Central Petroleum.

     The Rosenberg branch of the family has run Crown
Central almost exclusively since the early 1980s, with
Henry Jr. and his sons Frank and Edward firmly ensconced.
The elder Rosenberg was paid more than $900,000 in salary
and bonus in 1997.

     But the pain of Crown's declining fortunes has been
shared with all the Blausteins. The family's investment
in Crown Central has lost more than $41 million of its
market value since its 1997 peak. In all, the Blaustein
stake in Crown is worth just $22 million, less than 18
percent of its book value. Crown pays no dividends.

     Third-generation business families are well-known
for splits. Ultimately, the growing number of descendants
to a large company's founder want to realize value for
their inheritance, which is often controlled by a small
number of family members. The Chandler family, owners of
the Los Angeles-based Times- Mirror Corp. newspaper
empire, and the Midwestern Cargills, owners of one of the
world's largest commodities-processing conglomerate, have
each gone through acrimonious -- if quiet -- fights over
family holdings.