Whipsawed by volatile oil prices, bogged down by debt and unable to sell off its two modest refineries, Crown Central Petroleum Corp. had no choice but to put the entire company on the auction block, industry analysts said yesterday.

But it won't be easy because Crown's refineries are too small and need tens of millions of dollars in upgrades, the analysts said. Further, many of the company's 315 retail outlets need a face lift.

Compounding a difficult situation is the possibility of war with Iraq, which could spark volatility in the oil market and turn potential suitors into corporate tire-kickers.

The upshot: Privately held Crown - which has spent the past 18 months trying to unload its refineries - will have to push hard to sell its properties, be it in pieces or as a whole.

"I think the greater likelihood is they sell [the company] in pieces," said Jon Kyle Cartwright, a power and energy analyst for Raymond James Financial Inc. of St. Petersburg, Fla., who covered Crown when it was a public company. "I think the gas stations are likely the easiest asset to sell."

The Baltimore company, whose local roots reach back nearly 100 years, announced Monday that it had retained Park Avenue Equity Management LLC, a New York investment bank, to help it sell the company either as a going concern or in pieces.

Crown has two Texas refineries, one in Tyler and the other in Pasadena, 10 transportation terminals and the roughly 315 retail outlets, some strictly gasoline stations, but others that double as convenience stores.

After a 2001 buyout, Crown is a closely held private company controlled by the Rosenberg family, descendants of the company's founder.

It's too early to know whether the company will be broken up and sold off in pieces, or just merged in its entirety into another company, said John E. Wheeler Jr., Crown's chief financial officer.

"It's whatever will maximize value," Wheeler said. "There's no preconceived [plan]. Obviously, it's always simpler if you can do a complete stock transaction."

Wheeler declined yesterday to comment on whether any potential buyers have expressed interest in the company or any of its assets.

About two years ago, Crown attempted to sell its refineries for more than $120 million.

The proceeds were expected to help pay off the $125 million Crown debt, which comes due in February 2005, said Malcolm M. Turner, president of Turner, Mason & Co., a Dallas consulting engineering firm that was hired in August 2001 to help with the divestiture.

"The plan that we were retained to execute was to produce enough money to pay off the debt, and keep the retail outlets [for Crown] to operate," Turner said. "Crown would then be debt-free, with substantially less capital obligations as they had in the refining business."

But no buyers emerged, and Turner, Mason's contract with Crown expired last month.

The failure to divest left Crown in the company of numerous underachievers, according to Dan Foley, a director for Jacobs Consultancy Inc., a Houston firm that works with refiners.

"They're among a number of refineries that have been on the market for [as long as Crown], and haven't sold," said Foley, whose firm previously did consulting work for Crown.

"The refineries that are hard to sell tend to be small refineries and are looking at significant investment in facilities to comply with gasoline and diesel fuel [environmental] requirements," Foley said.

Crown's Pasadena refinery can produce 100,000 barrels of gasoline, heating oil and other petroleum byproducts daily. The Tyler facility can make 55,000 barrels per day. But the two plants are dwarfed by rival refineries four or five times their size, said Betsi Lueth, president of Meridian Associates Inc., a Fort Worth-area consulting firm that works with gasoline marketers.

In addition to their diminutive size, Crown's two refineries need about $30 million to $40 million in capital upgrades to meet the federal clean-fuel requirements, industry analysts have said.

Analysts were unable to give a present-day market value for either refinery, saying they lacked the detailed information that only the company or an inside consultant would have.

Not even the Crown retail locations will be a slam-dunk sale, according to analysts.

With just over 300 locations, analysts said, Crown's network is dwarfed by similar refiner-marketers. For instance, Sinclair Oil Corp. has 2,700 locations, Getty Petroleum Marketing 1,300, Amerada Hess Corp. nearly 1,200 and Sunoco Inc. about 4,000, said Darren L. Wight, editor in chief of National Petroleum News, a trade journal that focuses on gasoline refining and marketing.

"It seems like if you are a [midsize] retailer, you have to be growing," Wight said. "Those that haven't been growing, seem to be selling."

It's difficult to put a value on Crown's retail outlets, since their worth is influenced by the real estate they occupy, their volume of business and other factors, said Lueth of Meridian Associates. She said the value can range from $250,000 each to $4 million.

But the recent bankruptcy of Swifty Serve Corp., a Durham, N.C.-based convenience store chain, presents some parallels to Crown, Lueth said.

Analysts had confidently predicted that a single suitor would buy all of Swifty Serve's 547 locations. Instead, the locations are being sold off to hundreds of buyers.

So far, the bankruptcy court has accepted bids worth more than $150 million for 427 of the chain's stores.

Crown was placed in the Rosenbergs' hands after a nasty proxy battle.

In November 1999, Apex Oil Co., a St. Louis rival, proposed a merger with Crown. When that proposal was rejected, Apex launched a hostile takeover bid.

It wasn't until March 2001 that a contingent of the Rosenberg family defeated Apex and transformed Crown into a private company.

Smaller companies such as Crown are finding it tough to compete, analysts say. That's especially true of companies such as Crown that don't have oil reserves, but instead buy crude via long-term contracts or on the spot market. Either strategy exposes Crown to the volatile crude market, which is why a number of refiner/marketers like Crown have gone bankrupt, or sold out.

"Crude is king," said James Hardesty, a Baltimore money manager who started his career as an oil-and-gas industry analyst. "If you want to have an [edge], you've got to have reserves."

Crown's 90 gas stations in Maryland are operated by independent dealers. The rest are in Pennsylvania, Virginia, Georgia and Alabama. Crown has 125 employees in Baltimore and 2,500 nationwide.