8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                            Current Report Pursuant
                         to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):    May 30, 1995


                           CASTLE ENERGY CORPORATION
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               (Exact Name of Registrant as Specified in Charter)


                                    DELAWARE
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         (State or Other Jurisdiction of Incorporation or Organization)


         0-10990                                      76-0035225
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(Commission File Number)                 (I.R.S. Employer Identification No.)


One Radnor Corporate Center, Suite 250, 100 Matsonford Road, Radnor, PA  19087
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(Address of Principal Executive Offices)                              (Zip Code)


                                 (610) 995-9400
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              (Registrant's telephone number, including area code)


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         (Former Name or Former Address, if Changed Since Last Report)





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             Castle Energy Corporation (the "Registrant") submits the following
information:

ITEM 5.  Other Events

             On May 25, 1995, the Registrant entered into an agreement to sell
its Indian Refinery to CORE Refining Corporation and entered into an agreement
to obtain a $30 million interim credit facility for its Indian Refinery. A copy
of the news release issued by the Registrant on May 30, 1995 is attached as
Exhibit 99.1 to this report.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits



Exhibit Number                              Description                                       Page No.
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    99.1               Castle Energy Corporation Press Release, dated May 30, 1995               4


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                                   SIGNATURE

             Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                             CASTLE ENERGY CORPORATION



Date:  June 1, 1995                          By: /s/ Richard E. Staedtler
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                                                     Richard E. Staedtler
                                                     Chief Financial Officer

EX-99

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                                                                    EXHIBIT 99.1
 


        Immediate                                Joseph L. Castle II 
                                                 610-995-9400



                       CASTLE ENERGY ANNOUNCES AGREEMENT
                            TO SELL INDIAN REFINERY


         RADNOR, PA, May 30, 1995 -- CASTLE ENERGY CORPORATION*
(Nasdaq-NNM:CECX) announced today that it has entered into an agreement to sell
its 86,000 B/D Indian Refinery, located in Lawrencville, Illinois, to CORE
Refining Corporation, a company formed by William S. Sudhaus, a director and the
President of Castle Energy.

         Castle Energy also announced that it had obtained a $30 million interim
credit facility for the Indian Refinery. The initial proceeds of the interim
credit facility have been utilized to repay all of the Indian Refinery's
remaining indebtedness to Metallgesellschaft Corp. (MG) and its affiliates. The
interim credit facility will also provide working capital for the operation of
the Indian Refinery pending the closing of the acquisition by CORE.

         The agreement for the sale of the Indian Refinery provides for CORE to
acquire all of the assets of the Indian Refinery on an "as is, where is" basis.
CORE will pay to Castle Energy at closing an amount equal to the adjusted
working capital, plus certain capital expenditures of the Indian Refinery,
payable in the form of a $5.5 million subordinated promissory note and the
balance in cash. The adjusted working capital of the Indian Refinery equaled
approximately $23 million as of March 31, 1995. CORE will assume all of the
environmental and certain other liabilities relating to the Indian Refinery. In
addition, CORE will pay Castle Energy over eight years a royalty of up to $20
million based on deliveries of Caroline condensate by Shell Canada Limited and
its affiliates under an existing long-term supply contract. The payment of the
royalty will be contingent on continued performance by Shell Canada under the
supply contract, which is currently the subject of certain litigation between
Castle Energy and Shell Canada.

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* Castle Energy Corporation is not affiliated with Castle Oil Corp.

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         CORE's obligations under the CORE agreement are subject to a number of
conditions, including there being no material adverse change in the operations
or financial condition of the Indian Refinery, CORE concluding financing for the
transaction, and receipt of certain regulatory approvals (including clearance
under the Hart-Scott-Rodino Antitrust Improvements Act). Corral Petroleum and
Gulf Interstate Oil Company have placed into escrow $16.5 million to provide the
equity financing for the transaction. Corral, whose president is Dr. Ghazi M.
Habib, is owned by a prominent Saudi businessman, Mr. Mohammed Al-Amoudi. Corral
also owns OK Petroleum Company, the largest oil company in Sweden. Gulf
Interstate, headquartered in Dubai, and represented by its President, Dr. Edward
T. Saad, is active in the supply of crude and refined products, in processing
and in product distribution. CORE has also obtained a "highly confident" letter
for up to $100 million of high-yield debt financing and a commitment letter for
a $125 million revolving credit facility from major financial institutions.

         Castle Energy's obligations under the CORE agreement are also subject
to a number of conditions, including approval by Castle Energy's stockholders of
the proposed plan to sell Castle Energy's refineries, which approval is being
sought at Castle Energy's Annual Meeting of Stockholders to be held on June 5,
1995, receipt of a fairness opinion from Lazard Freres & Co. LLP with respect to
the transaction, CORE receiving its financing, and receipt of regulatory
approvals.

         Under the CORE agreement, Castle Energy may respond to other offers for
the Indian Refinery and may accept another offer and terminate the CORE
agreement. The CORE agreement provides for Castle Energy to pay CORE's legal and
other expenses pending the closing. If the closing occurs, CORE will repay such
expenses, including one-half of the expenses incurred by Castle Energy in
connection with the Indian Refinery's interim credit facility.

         Castle Energy's Board of Directors, based in part on the recommendation
of a Special Committee of the Board, has approved the CORE agreement.

         The interim credit facility will provide up to $30 million for letters
of credit and other funds for the operations of the Indian Refinery pending the
closing of the transaction with CORE. All indebtedness under the facility will
be due on demand by the lenders and, in any case, on August 31, 1995 or, if
earlier, the termination of or closing under the CORE agreement. The interim
credit facility has been secured by the pledge of the working capital assets for
the Indian Refinery. In addition, Castle Energy and two of its subsidiaries
engaged in the gas business have guaranteed the interim credit facility and have
pledged certain assets as security for such guarantees.

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         Castle Energy owns two refining subsidiaries, Indian Refining Limited
Partnership, which owns the Indian Refinery, and Powerine Oil Company, which
owns the Powerine Refinery. Castle Energy is currently holding active
discussions with several parties to sell the Powerine Refinery. Unless sold,
both Refineries will be closed prior to September 30, 1995. Castle Energy,
through various subsidiaries and affiliates, also own a gas sales contract with
Lone Star Gas Company, a 77-mile interstate pipeline in Rusk County, Texas, and
related gas contracts and interests, and operates approximately 450 oil and gas
wells nationwide.