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								Exhibit 2.2


	ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 3, 1996, 
between CLARK USA, INC. ("Assignor"), a Delaware corporation, and Clark 
Refining & Marketing, Inc., a Delaware corporation, ("Assignee").

	WHEREAS, the Assignor is a party to certain contracts set forth on 
Annex A and it desires to assign to Assignee, and Assignee desires to assume 
from Assignor, such contracts.

	NOW THEREFORE, in consideration of the foregoing and the respective 
representations, warranties, covenants and agreements set forth in this 
Agreement the parties agree as follows:

	1.      Assignment and Assumption. (a) The Assignor does hereby 
contribute, sell, assign and transfer to the Assignee, effective as of the 
date hereof, all of the Assignor's right, title and interest in the agreements 
listed on Annex A annexed hereto, together with all of the Assignor's right, 
title and interest in and to any and all instruments amending, supplementing 
or in any way affecting said agreements (hereinafter referred to, 
individually and collectively, as the "Instruments").

	(b)     The Assignee does hereby, for the benefit of the Assignor and 
the other parties to the Instruments, accept this Assignment and expressly 
assume and agree to hereafter perform, observe and abide by all of the terms, 
covenants, conditions and obligations under the Instruments on the part of the 
Assignor to  be kept, observed and performed thereunder, and the Assignee does 
hereby agree to defend and indemnify the Assignor, and save the Assignor and 
its successors harmless, of and from any and all demands, claims, actions or 
causes of action, assessments, expenses, costs, damages, losses and 
liabilities, including reasonable attorneys' fees and disbursements, that the 
Assignor or the Assignor's successors may sustain or incur as a result of the 
failure of the Assignee, or those claiming under or through the Assignee, from 
and after the date hereof, to keep, observe and perform any of the terms, 
covenants, conditions and obligations under the Instruments.

	2.      Expenses. All costs and expenses, including, without limitation, 
fees and disbursements of counsel, financial advisors and accountants, incurred 
in connection with this Agreement and the transactions contemplated hereby 
shall be paid by the party incurring such costs and expenses.

	3.      Successors and Assigns. This Agreement shall be binding upon 
and inure to the benefit of the successors or assigns of Assignor or Assignee.

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	4.      Governing Law This Agreement shall be governed by, and 
construed in accordance with, the laws of the State of New York, applicable to 
contracts executed in and to be performed entirely within that state.

	IN WITNESS WHEREOF, the parties have caused this Agreement to be 
executed as of the date first written above by their respective officers 
thereunto duly authorized 


					CLARK USA, INC.

					By:     /s/  M. J. Clark        

					Name:   Maura J. Clark  

					Title:  Executive Vice President        
						& Chief Financial Officer       


					CLARK REFINING & MARKETING, INC.

					By:     /s/  M. J. Clark        
 
					Name:   Maura J. Clark  

					Title:  Executive Vice President        
						& Chief Financial Officer       

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Annex A


1.  Crude Oil Purchase Contract, dated as of December 1, 1995, between 
Occidental C.O.B. Partners and Clark U.S.A., Inc. 

2.  Crude Oil Marketing Contract, dated as of December 1, 1995, between 
Clark U.S.A., Inc. and Occidental Crude Sales, Inc. (International) ("OCS").

3.  Guaranty, dated as of December 1, 1995, from Occidental Petroleum 
Corporation in favor of Clark U.S.A., Inc. of the obligations of OCP and OCS 
under the Purchase Contract and the Marketing Contract, respectively.

4.  Letter of Credit Agreement, dated as of December 1, 1995, between Clark 
U.S.A., Inc. and Occidental Petroleum Corporation.

5.  Letter of Credit No. LASB-226690 dated November 28, 1995, as amended, 
issued by the Bank of America in favor of Clark USA, Inc.

6.  Designation Agreement, dated as of December 1, 1995, between Clark USA, 
Inc. and Occidental C.O.B. Partners.