UNITED STATES
		   SECURITIES AND EXCHANGE COMMISSION 
			 Washington, D.C. 20549


				FORM 10-Q



	 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
	    SECURITIES EXCHANGE ACT OF 1934 
	    For the quarterly period ended September 30, 1996

				    OR

	    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
	    SECURITIES EXCHANGE ACT OF 1934
	    For the transition period from  __________ to __________

			  Commission file number 1-11392


			CLARK REFINING & MARKETING, INC.
	    (Exact name of registrant as specified in its charter)


		 Delaware                           43-1491230
	(State or other jurisdiction            (I.R.S. Employer
	of incorporation or organization)       Identification No.)

	8182 Maryland Avenue                         63105-3721
	 St. Louis, Missouri                         (Zip Code)
	(Address of principal executive offices)

       Registrant's telephone number, including area code (314) 854-9696

	Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.  Yes 
(*) No (  )

	Number of shares of registrant's common stock, $.01 par value, 
outstanding as of November 12, 1996:  100, all of which are owned by 
Clark USA, Inc.






<PAGE> 2

			  REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors of 
Clark Refining & Marketing, Inc.:


	We have reviewed the accompanying consolidated balance sheet of Clark 
Refining & Marketing, Inc. (a Delaware corporation) and subsidiary as of 
September 30, 1996, and the related consolidated statements of earnings 
for the three and nine month periods ended September 30, 1995 and 1996 
and cash flows for the nine month periods ended September 30, 1995 and 
1996.  These financial statements are the responsibility of the Company's 
management.

	We conducted our review in accordance with standards established by 
the American Institute of Certified Public Accountants.  A review of 
interim financial information consists principally of applying analytical 
review procedures to the financial data and making inquiries of persons 
responsible for financial and accounting matters.  It is substantially 
less in scope than an audit in accordance with generally accepted 
auditing standards, the objective of which is the expression of an 
opinion regarding the financial statements taken as a whole.  
Accordingly, we do not express such an opinion.

	Based on our review, we are not aware of any material modifications 
that should be made to the financial statements referred to above for 
them to be in conformity with generally accepted accounting principles.

	We have previously audited, in accordance with generally accepted 
auditing standards, the consolidated balance sheet of Clark Refining & 
Marketing, Inc. and subsidiary as of December 31, 1995, and the related 
consolidated statements of earnings, stockholders' equity, and cash flows 
for the year then ended (not presented herein); and in our report dated 
February 2, 1996, we expressed an unqualified opinion on those 
statements.  In our opinion, the information set forth in the 
accompanying consolidated balance sheet as of December 31, 1995 is fairly 
stated, in all material respects, in relation to the financial statements 
from which it has been derived.


						   COOPERS & LYBRAND L.L.P.

St. Louis, Missouri,
October 29, 1996


<PAGE> 3
		      CLARK REFINING & MARKETING, INC. AND SUBSIDIARY
			       CONSOLIDATED BALANCE SHEETS
		       (Dollars in thousands except per share data)
<TABLE>
			     Reference      December 31,     September 30,
ASSETS                         Note            1995              1996
			   -------------   -------------    --------------
<S>                            <C>              <C>               <C>                       
CURRENT ASSETS:
   Cash and cash equivalents               $     60,477     $    52,639
   Short-term investments       2                46,116          26,731
   Accounts receivable                          179,200         164,790
   Inventories                  3               290,444         285,109
   Prepaid expenses and other                    18,875          19,039
					   ------------     -----------
       Total current assets                     595,112         548,308

PROPERTY, PLANT AND EQUIPMENT   7               549,292         543,430
OTHER ASSETS                    4                43,930          38,133
					   ------------     -----------
					    $ 1,188,334     $ 1,129,871
					   ============     ===========

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
   Accounts payable                         $   315,236     $   259,984
   Accrued expenses and other   5                41,501          43,458
   Accrued taxes other than income               45,240          47,716
					   ------------     -----------
	  Total current liabilities             401,977         351,158

LONG-TERM DEBT                                  420,441         417,188
DEFERRED INCOME TAXES                            22,861           7,782
OTHER LONG-TERM LIABILITIES                      38,937          40,133
CONTINGENCIES                   8                   --               --

STOCKHOLDER'S EQUITY:
   Common stock ($ 0.01 par value per share;   
   1,000 shares authorized and 100 shares
   issued and outstanding)                          --               --
   Paid-in capital                              195,610         229,210
   Retained earnings            2               108,508          84,400
					   ------------     -----------
	   Total stockholder's equity           304,118         313,610
					   ------------     -----------
					    $ 1,188,334     $ 1,129,871
					   ============     ===========
</TABLE>
     The accompanying notes are an integral part of these statements.

<PAGE> 4

		  CLARK REFINING & MARKETING, INC. AND SUBSIDIARY
			 CONSOLIDATED STATEMENTS OF EARNINGS
			       (Dollars in thousands)
<TABLE>
						    For the three months
						     ended September 30,
				    Reference      ---------------------
				      Note            1995        1996
				   -----------     -----------  ---------
<S>                                     <C>             <C>        <C>
NET SALES AND OPERATING REVENUES                   $1,211,760  $1,249,468

EXPENSES:
   Cost of sales                                   (1,062,982) (1,121,246)
   Operating expenses                                (100,685)   (104,320)
   General and administrative expenses                (14,631)    (15,823)
   Depreciation                                        (8,004)     (9,870)
   Amortization                          4             (3,021)     (2,509)
						   -----------  ----------
						   (1,189,323) (1,253,768)
						   -----------  ----------

OPERATING INCOME (LOSS)                                22,437      (4,300)

   Interest and financing costs, net  2, 4, 5          (9,915)    (10,746)
						   -----------  ----------

EARNINGS (LOSS) BEFORE INCOME TAXES                    12,522     (15,046)

   Income tax (provision) benefit                      (4,758)      5,718
						   -----------  ----------
NET EARNINGS (LOSS)                                $    7,764   $  (9,328)
						   ===========  ==========
</TABLE>
	The accompanying notes are an integral part of these statements

<PAGE> 5

		   CLARK REFINING & MARKETING, INC. AND SUBSIDIARY
			 CONSOLIDATED STATEMENTS OF EARNINGS
			       (Dollars in thousands)

															     
<TABLE>
						    For the nine months
						     ended September 30,
				    Reference      ---------------------
				      Note            1995        1996
				   -----------     -----------  ---------
<S>                                     <C>             <C>        <C>

NET SALES AND OPERATING REVENUES                   $ 3,376,857 $ 3,724,393

EXPENSES:
   Cost of sales                                    (3,027,788) (3,346,318)
   Operating expenses                                 (269,604)   (303,200)
   General and administrative expenses                 (42,338)    (45,313)
   Depreciation                                        (22,613)    (28,134)
   Amortization                         4               (8,848)     (8,835)
						    ----------- -----------
						    (3,371,191) (3,731,800)
						    ----------- -----------

OPERATING INCOME (LOSS)                                  5,666      (7,407)
						   
   Interest and financing costs, net  2, 4, 5          (28,424)    (31,177)
						    ----------- -----------

LOSS BEFORE INCOME TAXES                               (22,758)    (38,584)

   Income tax benefit                                    8,648      14,662
						    ----------- -----------
NET LOSS                                            $  (14,110) $  (23,922)
						    =========== ===========
</TABLE>
     The accompanying notes are an integral part of these statements

<PAGE> 6

		  CLARK REFINING & MARKETING, INC. AND SUBSIDIARY
		       CONSOLIDATED STATEMENTS OF CASH FLOWS
			      (Dollars in thousands)
															     
<TABLE>
						      For the nine months
						       ended September 30,
						     ---------------------
							1995        1996
						    -----------  ---------
<S>                                                      <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                           $ (14,110)  $(23,922)
  Adjustments:
    Depreciation                                        22,613     28,134
    Amortization                                        12,623     13,898
    Share of earnings of affiliates, net of dividends     (741)      (139)
    Deferred income taxes                               (8,648)   (14,965)
    Other                                                1,008       (617)

  Cash provided by (reinvested in) working capital -
    Accounts receivable, prepaid expenses and other    (80,899)    10,467
    Inventories                                       (149,884)     5,252
    Accounts payable, accrued expenses, taxes other 
      than income, and other                           132,290    (48,450)
						    -----------  ---------
	    Net cash used in operating activities      (85,748)   (30,342)
						    -----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of short-term investments                  (25,701)        85
  Sales of short-term investments                       25,942     19,000
  Expenditures for property, plant and equipment       (24,187)   (23,327)
  Expenditures for turnaround                           (2,764)    (7,174)
  Refinery acquisition expenditures                    (69,746)        --
  Proceeds from disposals of property, plant 
     and equipment                                      15,934      3,890
						    -----------  ---------
	 Net cash used in investing activities         (80,522)    (7,526)
						    -----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Long-term debt payments                                 (119)    (3,253)
  Capital contribution                                 150,000     33,600
  Deferred financing costs                             (12,219)      (317)
						    -----------  ---------
	 Net cash provided by financing activities     137,662     30,030
						    -----------  ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS              (28,608)    (7,838)
CASH AND CASH EQUIVALENTS, beginning of period         105,450     60,477
						    -----------  ---------
CASH AND CASH EQUIVALENTS, end of period             $  76,842   $ 52,639
						    ===========  =========
</TABLE>
      The accompanying notes are an integral part of these statements.

<PAGE> 7

FORM 10-Q - PART I
ITEM 1 Financial Statements (continued)

Clark Refining & Marketing, Inc. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 1996
(tabular dollar amounts in thousands of US dollars)

1.      Basis of Preparation 

	The unaudited consolidated balance sheet of Clark Refining & 
Marketing, Inc., a Delaware corporation, and Subsidiary (the "Company" or 
"Clark"), as of September 30, 1996, and the related consolidated 
statements of earnings for the three month and nine month periods ended 
September 30, 1995 and 1996, and statements of cash flows for the nine 
month periods ended September 30, 1995 and 1996, have been reviewed by 
independent accountants as noted in their report included herein.  Clark 
Port Arthur Pipeline Company, a Delaware corporation, is included in the 
consolidated results of the Company.  In the opinion of the management of 
the Company, all adjustments (consisting only of normal recurring 
adjustments) necessary for a fair presentation of the financial statements 
have been included therein.  The results of this interim period are not 
necessarily indicative of results for the entire year.

	Certain reclassifications have been made to the operating and 
general administrative expenses in the 1995 financial statements to 
conform to current year presentation.

	The financial statements have been prepared in accordance with the 
instructions to Form 10-Q.  Accordingly, certain information and 
disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been 
condensed or omitted.  These unaudited financial statements should be read 
in conjunction with the audited financial statements and notes thereto for 
the year ended December 31, 1995.

	The Company's earnings and cash flow from operations are primarily 
dependent upon processing crude oil and selling quantities of refined 
petroleum products at margins sufficient to cover operating expenses.  
Crude oil and refined petroleum products are commodities, and factors 
largely out of the Company's control can cause prices to vary, in a wide 
range, over a short period of time.  This potential margin volatility can 
have a material effect on financial position, current period earnings and 
cash flow.


2.      Short-term Investments

	The Company's short-term investments are all considered "Available-
for-Sale" and are carried at fair value with the resulting unrealized gain 
or loss (net of applicable taxes) shown as a component of retained 
earnings.

	Short-term investments consisted of the following:

<TABLE>
		       December 31, 1995              September 30, 1996
	       -------------------------------  --------------------------------
    Major     Amortized Unrealized  Aggregate   Amortized Unrealized  Aggregate
Security Type   Cost    Gain/(Loss) Fair Value     Cost   Gain/(Loss) Fair Value
------------- --------- ----------- ----------  --------- ----------- ----------
<S>              <C>        <C>       <C>          <C>         <C>        <C> 
U.S. Debt 
Securities    $ 46,116     $ --     $ 46,116     $ 27,031   $ (300)    $ 26,731

</TABLE>

	The net unrealized position at September 30, 1996 included gains of 
$0.0 million and losses of $0.3 million (1995 -- gains of $0.1 million and 
losses of $0.1 million).

<PAGE> 8

	The contractual maturities of the short-term investments at 
September 30, 1996 were:
<TABLE>

						    Amortized    Aggregate
						      Cost      Fair Value
						   ----------   ----------
<S>                                                     <C>          <C>
     Due in one year or less                       $ 15,063      $ 14,966
     Due after one year through five years           11,968        11,765
						   ----------   ----------
						   $ 27,031      $ 26,731
						   ==========   ==========
</TABLE>
	Although some of the contractual maturities of these short-term 
investments are over one year, management's intent is to use the funds for 
current operations and not hold the investments to maturity.

	For the three month and nine month periods ended September 30, 1996, 
proceeds from the sale of Available-for-Sale securities was $0.0 million 
and $19.0 million, respectively, with no realized gains or losses recorded 
for the period.  For the same three and nine month periods in 1995, 
proceeds from the sale of Available-for-Sale securities was $18.0 million 
and $25.9 million, respectively, with no realized gains or losses recorded 
for the periods.  Realized gains and losses are presented in "Interest and 
financing costs, net" and are computed using the specific identification 
method.

	The change in the net unrealized holding gains or losses on 
Available-for-Sale securities for the three month and nine month periods 
ended September 30, 1996, was $0.0 million and a loss of $0.3 million 
($0.2 million after taxes), respectively.  For the same three and nine 
month periods in 1995, the change in the net unrealized holding gains or 
losses was a gain of $0.1 million ($0.1 million after taxes) and a gain of 
$1.5 million ($0.9 million after taxes), respectively.


3.      Inventories

	The carrying value of inventories consisted of the following:
<TABLE>
					       December 31,  September 30,
						   1995           1996
					       -----------   ------------
<S>                                                <C>             <C>
     Crude oil                                  $ 90,635       $ 80,618
     Refined and blendstocks                     163,915        170,803
     Convenience products                         20,532         19,698
     Warehouse stock and other                    15,362         13,990
					       -----------   ------------
						$290,444       $285,109
						==========   ============
</TABLE>
	The market value of these inventories at September 30, 1996 was 
approximately $69.3 million above the carrying value (December 31, 1995 - 
$5.4 million).


4.      Other Assets

	Amortization of deferred financing costs for the three month and 
nine month periods ended September 30, 1996, was $1.6 million (1995 - $1.5 
million) and $4.9 million (1995 - $3.7 million), respectively, and is 
included in "Interest and financing costs, net".

	Amortization of turnaround costs for the three month and nine month 
periods ended September 30, 1996, was $2.5 million (1995 - $3.0 million) 
and $8.8 million (1995 - $8.8 million), respectively.

<PAGE> 9

5.      Interest and Financing Costs, Net

	Interest and financing costs, net, consisted of the following:
<TABLE>
			       For the three months    For the nine months
				ended September 30,    ended September 30,
				  1995       1996        1995       1996
			       ---------   ---------  ---------  ---------
	<S>                      <C>          <C>        <C>       <C>
     Interest expense          $ 10,155    $ 10,633   $ 30,730   $ 32,207
     Financing costs              1,454       1,649      3,749      4,922
     Interest income             (1,570)     (1,250)    (4,780)    (5,198)
			       ---------   ---------  ---------  ---------
				 10,039      11,032     29,699     31,931
     Capitalized interest          (124)       (286)    (1,275)      (754)
			       ---------   ---------  ---------  ---------
			       $  9,915    $ 10,746   $ 28,424   $ 31,177
			       =========   =========  =========  =========
</TABLE>
	Accrued interest payable at September 30, 1996, of $8.6 million 
(December 31, 1995 - $6.8 million) is included in "Accrued Expenses and 
Other".


6.      Equity Contribution

	On October 3, 1996, Clark USA, Inc. contributed to Clark an advance 
crude oil purchase receivable together with certain associated hedge 
contracts at fair market value.  Clark recorded the transaction as an 
equity contribution and sold the contributed asset for cash proceeds of 
$235.4 million on October 4, 1996.


7.      New Accounting Standard Adopted

	On January 1, 1996, the Company adopted Statement of Financial 
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of 
Long-Lived Assets and for Long-Lived Assets to be Disposed of."  The 
standard requires that long-lived assets and certain identifiable 
intangibles be reviewed for impairment whenever events or changes in 
circumstances indicate that the carrying amount of an asset may not be 
recoverable with future cash flows.  Implementation of this SFAS did not 
result in an impairment loss.

	The Company has expended approximately $25 million on a project to 
produce low sulfur diesel fuel at the Hartford refinery ("DHDS Project") 
which was delayed in 1992.  Should the Company determine in the future to 
permanently discontinue this project, the carrying value of the DHDS 
Project would likely not be fully recoverable.


8.      Contingencies 

	The Company is subject to various legal proceedings related to 
governmental regulations and other actions arising out of the normal 
course of business, including legal proceedings related to environmental 
matters.

	In early April, 1996, Clark learned that its Hartford, Illinois 
refinery is the subject of a Clean Air Act enforcement referral by the 
United States Environmental Protection Agency to the United States 
Department of Justice.  The referral pertains to alleged violations of the 
Clean Air Act and regulations promulgated thereunder in the operation and 
permitting of the Hartford refinery fluid catalytic cracking unit ("FCCU") 
and alleged modification of the FCCU.  Although a complaint has not yet 
been filed, the government requested additional information from Clark 
pursuant to Section 114 of the Clean Air Act for the stated purpose of 
completing its pre-enforcement evaluation.  Clark is gathering the 
requested information and is otherwise cooperating with the 

<PAGE 10>
government in its investigation.  No estimate can be made at this time 
of Clark's potential liability, if any, as a result of this enforcement 
referral.

	While it is not possible at this time to establish the ultimate 
amount of liability with respect to such contingent liabilities, the 
Company is of the opinion that the aggregate amount of any such 
liabilities, for which provision has not been made, will not have a 
material adverse effect on their financial position, however, an adverse 
outcome of any one or more of these matters could have a material effect 
on quarterly or annual operating results or cash flows when resolved in a 
future period.

<PAGE> 11

ITEM 2 Management's Discussion and Analysis of Financial Condition and 
Results of Operations

General

	Clark Refining & Marketing, Inc. (the "Company" or "Clark") is a 
wholly-owned subsidiary of Clark USA, Inc. ("Clark USA").  The Company 
also owns all of the outstanding capital stock of Clark Port Arthur 
Pipeline Company which is reported as a component of the Company's 
refining division.

	Certain reclassifications were made to 1995 operating expenses and 
general and administrative expenses to conform to current period 
presentation.  In addition, certain reclassifications were made to 1995 
refining division results for the Port Arthur refinery and Blue Island, 
Hartford and Other Refining to allocate certain crude oil acquisition 
and inventory management results and conform to current period 
presentation.  Such reclassifications did not change the Company's total 
results of operations.

Results of Operations

Financial Highlights

	The following tables reflect the Company's financial and operating 
highlights for the three and nine month periods ended September 30, 1995 
and 1996.  All dollars listed are in millions except per barrel, per 
gallon and other statistical data.

<TABLE>

				    For the three months    For the nine months
				     ended September 30,    ended September 30,     
Financial Results:                    1995          1996     1995        1996
<S>                                   <C>           <C>       <C>         <C>
Net sales and operating revenues     $1,211.8    $1,249.5  $3,376.8    $3,724.4
Cost of sales                         1,063.0     1,121.2   3,027.8     3,346.3
Operating expenses                      100.7       104.3     269.6       303.2
General and administrative expenses      14.7        15.9      42.3        45.3
Depreciation and amortization            11.0        12.4      31.5        37.0
Interest and financing costs             11.5        12.0      33.2        36.4
Interest and finance income               1.6         1.3       4.8         5.2
Earnings (loss) before income taxes      12.5       (15.0)    (22.8)      (38.6)
Income tax (provision) benefit           (4.7)        5.7       8.7        14.7
Net earnings (loss)                   $   7.8    $   (9.3)   $(14.1)   $  (23.9)

Operating Income:

Refining contribution to 
   operating income                   $  21.0    $    6.8    $ 13.1    $   16.0
Retail contribution to                       
   operating income                      16.0         5.3      35.5        24.4
Corporate general and administrative      3.6         4.0      11.4        10.8
Depreciation and amortization            11.0        12.4      31.5        37.0
Operating income (loss)               $  22.4    $   (4.3)   $  5.7     $  (7.4)

</TABLE>
	The Company reported a net loss of $9.3 million for the third quarter 
of 1996 versus net earnings of $7.8 million in the third quarter of 
1995.  Refining and retail market conditions were weak in the quarter as 
rising and volatile crude oil prices squeezed margins and more than 
offset the positive impact of improved operations versus the prior year.  
For the first nine months of 1996, Clark reported a net loss of $23.9 
million as compared to a $14.1 million net loss in the same period of 
1995. Despite a first quarter rebound in refining margins reflecting 
more normal winter demand for distillates, nine month results were 
reduced versus the prior year because of rising crude oil prices and 
extreme crude oil market volatility.  These factors effectively raised 
the cost of the Company's feedstocks.  The majority of the Company's 
products are commodities that are subject to seasonal and market 
volatility.  Net sales and operating revenues increased approximately 3% 
in the third quarter of 1996 as compared to the prior year because of 
higher crude oil prices, and the first nine months of 1996 increased 
approximately 10% over 1995 because of the higher crude oil prices and 
the inclusion in 1996 of a full nine months of incremental sales from 
production at the Port Arthur refinery, which was acquired on February 
27, 1995.

<PAGE> 12

Refining
<TABLE>
Refining Division Operating Statistics:
				      For the three months  For the nine months
				       ended September 30,  ended September 30,     
					  1995     1996        1995      1996
<S>                                        <C>      <C>         <C>       <C>

Port Arthur Refinery (acquired February 27, 1995)

Crude oil throughput (m bbls/day)          210.2   196.4     203.8      201.7
Production (m bbls/day)                    222.5   210.7     210.6      212.0
						  
Gross margin ($/barrel of production)     $ 2.37  $ 2.72    $ 2.41    $  2.49
Operating expenses($/barrel of production)  1.81    2.19      1.90       2.06

Net margin (millions)                     $ 11.6  $ 10.4    $ 23.2    $  25.0

Blue Island, Hartford and other refining
Crude oil throughput (m bbls/day)          141.1   140.1     133.3      135.1
Production (m bbls/day)                    139.1   144.3     133.1      136.2

Gross margin ($/barrel of production)     $ 3.72  $ 2.43    $ 2.80    $  2.66
Operating expenses ($/barrel of production) 2.52    2.24      2.62       2.44

Net margin (millions)                     $ 15.3  $  2.5    $  6.5    $   8.2

Divisional G & A expenses (millions)         5.9     6.1      16.6       17.2
Contribution to earnings (millions)       $ 21.0  $  6.8    $ 13.1    $  16.0
</TABLE>
	The refining division contribution to operating income in the third 
quarter of 1996 was $6.8 million (1995 - $21.0 million).  Refining 
results in the third quarter continued to be hampered by weak market 
conditions.  Rising crude oil prices combined with weaker than expected 
summer gasoline demand squeezed margins.  Clark's Midwest and Gulf Coast 
markets were both negatively impacted, as reflected by $1.80 and $0.80 
per barrel respective declines in industry refining margin indicators 
from the second quarter.  In addition, high absolute crude oil prices 
weakened margins on by-products that do not immediately track crude oil 
price changes, and higher refinery fuel gas prices increased operating 
expenses at the Port Arthur refinery by approximately 30 cents per 
barrel.  For the first nine months of 1996, the refining division 
improved its contribution to $16.0 million (1995 - $13.1 million).  Nine 
month refining division results reflected year over year operational 
improvements, including improved yields, but these improvements were 
tempered by the volatile crude oil markets, increased refinery fuel gas 
costs and lower chemical and by-product margins.  Industry margins in 
early 1995 were particularly weak due to the transition to reformulated 
gasoline in certain markets and an unseasonably warm winter, which 
reduced demand for heating oil.

	Port Arthur crude oil throughput and production in the third quarter 
was below 1995 levels due to maintenance on the FCC unit.  Midwest 
refining production during the first nine months was below capacity as 
routine maintenance was successfully completed on several units.  
Refinery production was reduced by an average of approximately 9,000 
barrels per day in the first nine months of 1995 due to the poor 
industry refining margins and a fire in an operating unit at the Blue 
Island refinery.  Production in the fourth quarter of 1996 is expected 
to be five to ten percent less than capacity at Clark's Blue Island 
refinery due to two units being out of service for approximately three 
weeks.

	In 1996, the commodity markets for crude oil and refined products 
have been characterized by rising crude oil prices, daily price 
volatility and steep premiums for prompt crude oil and product 
deliveries.  These type of commodity market conditions disrupt many 
normal options and futures relationships making it difficult for the 
Company to effectively hedge short-term price risk.


<PAGE> 13

Retail

Retail Division Operating Statistics:
<TABLE> 
				      For the three months  For the nine months
				       ended September 30,  ended September 30,     
					  1995     1996        1995      1996
<S>                                        <C>      <C>         <C>       <C>
Gasoline volume (mm gals.)                278.4    270.1       807.2     777.7
Gasoline gross margin (cents/gal)          12.9      9.4        11.1      10.6
Gasoline gross margin (millions)        $  35.8   $ 25.4     $  89.9    $ 82.3

Convenience product sales (millions)    $  72.5   $ 68.3     $ 190.0    $193.7
Convenience product and 
   other income (millions)                 16.8     17.9        47.7      52.1

Operating expenses (millions)           $  31.4   $ 32.2     $  87.8    $ 92.7
Divisional G & A expenses (millions)        5.2      5.8        14.3      17.3
Contribution to operating 
   income (millions)                    $  16.0   $  5.3     $  35.5    $ 24.4

Per Month Per Store
Company operated stores (average)           863      827         852       828
Gasoline volume (m gals.)                 107.5    108.9       105.3     104.4
Convenience product sales (m)           $  28.0   $ 27.5     $  24.7    $ 26.0
Convenience product gross margin (m)    $   6.5   $  7.2     $   6.2    $  6.7
</TABLE>
	The retail division contributed $5.3 million to operating income in 
the third quarter of 1996 (1995 - $16.0 million).  The third quarter 
retail division contribution was below 1995 levels due almost entirely 
to a sharp drop in retail gasoline margins.  This resulted from an 
increase in wholesale gasoline costs associated with higher crude oil 
prices that was not fully captured in retail selling prices due to an 
extremely competitive Midwest retail market environment.  This was 
particularly the case in the last half of the third quarter.  
Convenience product sales were below year ago levels, but overall 
margin contribution was higher due to improved pricing and product mix.  
Nine month results were also below year ago levels because of the 
squeeze in overall fuel margin contribution.  Retail margins generally 
are compressed in periods of rapid oil price increases and widen as 
prices stabilize or fall.  Operating and general and administrative 
expenses increased over the prior year principally due to operating 
leases and other costs related to new store properties and increased 
costs related to the expansion of Clark's credit card programs.

	The Company continued to implement its targeted retail growth 
strategy in 1996 by adding 10 high volume stores in its core Chicago 
market which raised its Chicago market share to approximately 10%.  
Early in 1996, the Company completed its withdrawal from the Minnesota 
market, recognizing a modest gain.  As part of its overall growth 
strategy, the Company expects to continue to consider retail store 
growth in both existing and new markets while also evaluating current 
markets for possible divestiture.


Other Financial Highlights

	Depreciation and amortization expenses for the third quarter and 
first nine months of 1996 exceeded the comparable periods of 1995 
principally because of the acquisition of Port Arthur refinery in early 
1995.

	For the third quarter and first nine months of 1996, interest 
expense increased over 1995 due to costs related to an expanded working 
capital facility and amortization of bondholder consent fees, both 
incurred during 1995.



<PAGE> 14
Liquidity and Capital Resources

	Net cash generated from operating activities, excluding working 
capital changes, for the first nine months of 1996 was $2.4 million 
compared to $12.7 million in the year-earlier period as a result of 
weaker  market conditions.  Working capital at September 30, 1996 was 
$197.2 million, a 1.56 to 1 current ratio, and was comparable to $193.1 
million at December 31, 1995, a 1.48 to 1 current ratio.

	In general, the Company's short-term working capital requirements 
fluctuate with the price and payment terms of crude oil.  Clark has in 
place a $400 million committed revolving line of credit expiring 
December 31, 1997 for the issuance of letters of credit primarily to 
support purchases of crude oil, other feedstocks and refined products.  
The amount available under the borrowing base associated with such 
facility at September 30, 1996 was $393 million and approximately $286 
million of the facility was utilized for letters of credit.  There were 
no direct borrowings under the Company's line of credit at September 30, 
1996.

	Cash flows used in investing activities in the first nine months of 
1996, excluding short-term investment activities which management treats 
similar to cash and cash equivalents, decreased to $26.6 
million from $80.8 million in the year-earlier period.  The higher 
investing activities in 1995 resulted principally from the Port Arthur 
refinery acquisition which closed on February 27, 1995.  Capital 
expenditures for property, plant and equipment during the first nine 
months of 1996 totaled $23.3 million (1995 - $24.2 million) with an 
additional $7.2 million (1995 - $2.8 million) for refinery maintenance 
turnaround expenditures.  Refinery capital expenditures totaled $12.5 
million in the first nine months of 1996 (1995 - $4.8 million), most of 
which was for discretionary projects at the Port Arthur and Hartford 
refineries.  Retail capital expenditures for the first nine months of 
1996 totaled $10.5 million (1995 - $18.5 million) principally for the 
purchase of equipment related to new stores and underground storage 
tank-related work.

	In early October, the Company sold for net cash proceeds of $235.4 
million one of the advance crude oil purchase receivables Clark USA 
acquired in December, 1995 and certain associated hedge contracts.  The 
receivable together with the associated hedge contracts was assigned to 
the Company by Clark USA in early October at fair market value and 
recorded as an equity contribution.  The Company has historically 
maintained substantial cash reserves to mitigate the cyclical nature of 
its business.  Such cash reserves may also be used to enhance existing 
assets, for acquisitions, to reduce debt or may be distributed to Clark 
USA.

	Cash flows from financing activities declined in the first nine 
months of 1996 as compared to the prior year.  Financing activities in 
1995 related to the financing of the Port Arthur refinery acquisition.

	Funds generated from operating activities together with the Company's 
existing cash, cash equivalents and short-term investments are expected 
to be adequate to fund requirements for working capital and capital 
expenditure programs for the next year.  Future working capital, 
discretionary or non-discretionary capital expenditures, or acquisitions 
may require additional debt or equity financing.


<PAGE> 15

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

	In early April, 1996, Clark learned that its Hartford, Illinois 
refinery is the subject of a Clean Air Act enforcement referral by the 
United States Environmental Protection Agency ("USEPA") to the United 
States Department of Justice.  The referral pertains to alleged 
violations of the Clean Air Act and regulations promulgated thereunder in 
the operation and permitting of the Hartford refinery fluid catalytic 
cracking unit ("FCCU") and alleged modification of the FCCU.  Although a 
complaint has not yet been filed, the government requested additional 
information from Clark pursuant to Section 114 of the Clean Air Act for 
the stated purpose of completing its pre-enforcement evaluation.  Clark 
is gathering the requested information and is otherwise cooperating with 
the government in its investigation.  No estimate can be made at this 
time of Clark's potential liability, if any, as a result of this 
enforcement referral.

	On January 5, 1995, Clark received a Unilateral Administrative Order 
from the USEPA pursuant to CERCLA alleging that "Clark Oil & Refining 
Corp." is a potential responsible party ("PRP") with respect to 
shipments of hazardous substances to a solid waste disposal site known 
as the Ninth Avenue Site, Gary, Indiana.  The alleged shipments all 
occurred prior to 1987.  The Order instructs Clark and the other 
approximately ninety PRPs to design and implement certain remedial work 
at the site.  Clark has informed the USEPA that it is not a proper party 
to this matter, because its purchase of certain assets of a company 
previously operating under the "Clark" name ("Old Clark") was "free and 
clear" of all Old Clark liabilities.  Information provided with the 
Order estimates that the remedial work may cost approximately $25 
million.  No estimate of liability can be made with respect to this 
proceeding at this time.  In addition, on December 28, 1994, Clark was 
served with a summons and complaint brought by certain private parties 
seeking to recover all past and future response costs with respect to 
that site on the basis of shipments of hazardous substances allegedly 
made prior to 1987.  Clark moved to dismiss this action on the basis 
that the action is barred by the "free and clear" Order pursuant to 
which Clark purchased certain assets of Old Clark.  The plaintiffs and 
one co-defendant opposed Clark's motion to dismiss.  On April 19, 1996, 
the District Court denied Clark's Motion to Dismiss holding that at this 
early procedural stage of the case and prior to gathering facts 
regarding the plaintiffs opportunity to participate in the bankruptcy 
case which issued the "free and clear" order, the Court would not 
dismiss the case.  No estimate of any liability with respect to this 
case can be made at this time.

	On September 30, 1996, the USEPA sent a combined Finding of Violation 
alleging that fugitive emissions had been released from Clark's Blue 
Island refinery and a Notice of Violation alleging that the total annual 
benzene calculation pursuant to the National Emissions Standards for 
Hazardous Air Pollutants was incorrectly determined.  Clark has 
scheduled an administrative conference to discuss this matter with the 
USEPA.  No estimate of liability, if any, with respect to any of these 
matters can be made at this time.

	Following an explosion on October 19, 1996 in a propane gas line at 
the Blue Island refinery, the State of Illinois brought an action seeking a 
temporary restraining order requiring the refinery to cease operations, 
temporarily, pending a safety review.  On November 8, 1996, the court 
denied the requested order.  The State's time for appeal has not yet run 
out.


<PAGE> 16
ITEM 5 - Other Information

	Clark signed a new three year collective bargaining agreement, 
expiring August 31, 1999, for certain Blue Island refinery employees.  
The previous agreement would have expired August 31, 1996.


ITEM 6 - Exhibits and Reports on Form 8-K

	(a)     Exhibits

		Exhibit 10.1 - Fifth Amendment to Amended and Restated Credit 
		Agreement, dated as of October 4, 1996

		Exhibit 27.0 - Financial Data Schedule

	(b)     Reports on Form 8-K

		October 4, 1996 - Announcement of the sale of an advance 
		crude oil purchase receivable


<PAGE> 17

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.


					CLARK REFINING & MARKETING, INC.
					(Registrant)




					/s/  Dennis R. Eichholz 
					Dennis R. Eichholz
					Controller and Treasurer (Authorized 
					Officer and Chief Accounting Officer)


November 12, 1996