<PAGE> 1
								Exhibit 10.1

		  AGREEMENT REGARDING LIMITED CONSENT AND WAIVER


	This Agreement Regarding Limited Consent and Waiver (this "Agreement") 
	is dated as of September 30, 1996 and is entered into by and among 
	Clark Refining & Marketing, Inc., a Delaware corporation (the 
	"Company"), and the financial institutions party hereto (the "Banks").

					RECITALS

	     WHEREAS, the Company has entered into the Amended and Restated 
	Credit Agreement dated as of April 19, 1995 with the financial 
	institutions party thereto, as amended by (i) the First Amendment 
	to Amended and Restated Credit Agreement dated as of June 14, 1995, 
	(ii) the Second Amendment to Amended and Restated Credit Agreement 
	dated as of November 27, 1995, (iii) the Third Amendment to Amended 
	and Restated Credit Agreement dated as of January 31, 1996, and (iv) 
	the Fourth Amendment to Amended and Restated Credit Agreement dated 
	as of July 12, 1996 (as so amended, the "Credit Agreement")  Capitalized 
	terms used herein without definition shall have the same meanings 
	herein as set forth in the Credit Agreement.

	     WHEREAS, Holdings has entered into a crude oil supply arrangement 
	consisting of (i) a Crude Oil Purchase Contract dated as of December 1, 
	1995 between Holdings and Occidental C.O.B. Partners, (ii) a Crude Oil 
	Marketing Contract dated as of December 1, 1995 between Holdings and 
	Occidental Crude Sales, Inc., (iii) a Letter of Credit Agreement dated 
	as of December 1, 1995 between Holdings and Occidental Petroleum 
	Corporation, and (iv) a Guaranty of occidental Petroleum Company 
	in favor of Holdings dated as of December 1, 1995 (collectively, the 
	"Crude Oil Purchase Agreements"). 

	     WHEREAS, Holdings has entered into various hedging and forward sale 
	contracts (the "Forward Contracts") with various financial and trading 
	institutions that relate to deliveries expected under the Crude Oil 
	Purchase Agreements. 

	     WHEREAS, there would be a positive cash value resulting from the 
	liquidation of Holdings' position with respect to the Crude Oil Purchase 
	Agreements and the Forward Contracts. 

	     WHEREAS, Holdings desires to assign and contribute as additional 
	capital to the Company, in exchange for newly issued shares of the 
	Company, all of Holdings' interests in the Crude Oil Purchase Agreements 
	and the Forward Contracts. 

	     NOW, THEREFORE, in consideration of the premises and the 
	agreements, provisions and Covenants herein contained, the parties 
	hereto agree as follows: 


	<PAGE> 2

	1.   Contribution by Holdings.  An amount equal to the cash proceeds 
	(net of all costs and expenses incurred by Holdings or the Company in 
	connection with the transactions Contemplated hereby) that result from 
	the transfer described in Section 2(ii) below (such amount being the 
	"Net Cash Proceeds") shall be deemed to be a contribution by Holdings 
	of additional capital to the Company in the form of cash.

	2.   Consent to Dividends.  The undersigned Banks hereby consent to 
	(i) one or more cash dividends (the "Dividends") declared and made by 
	the Company to Holdings in an aggregate amount not exceeding the Net 
	Cash Proceeds and (ii) the sale or assignment of all of the Company's 
	interests in the Crude Oil Purchase Agreements and the Forward Contracts 
	to a third party.

	3.   Limited Waiver.  The undersigned Banks hereby waive compliance by 
	the Company with the requirements of Sections 8.02 (regarding 
	disposition of assets) and 8.11 (regarding restricted payments) of the 
	Credit Agreement, to the extent, and only to the extent, necessary to 
	permit Holdings and the Company to consummate the transactions described 
	in Sections 1 and 2 of this Agreement.

	4.   Conditions Precedent.  This Agreement shall become effective upon 
	the satisfaction in full of each of the following conditions:

	(i)  each of the Company, the Administrative Agent and Banks sufficient 
	to constitute Majority Banks under the Credit Agreement shall have 
	executed and delivered to Administrative Agent a counterpart signature 
	page hereto; and 

	(ii) Administrative Agent, on behalf of the Banks, shall have received 
	an opinion of Mayer, Brown & Platt, counsel to the Company, addressed 
	to the Administrative Agent and the Banks, in form and substance 
	satisfactory to Administrative Agent and the Banks.

	5.   Effect.  The agreements and waivers set forth herein shall be 
	limited precisely as written and nothing in this Agreement shall be 
	deemed to waive any other term, provision or condition of the Credit 
	Agreement or prejudice any right or remedy that the Banks or the 
	Administrative Agent may now have or may in the future have under or 
	in connection with the Credit Agreement.  Except as expressly set forth 
	herein, the terms, provisions and conditions of the Credit Agreement 
	shall remain in full force and effect and in all other respects are 
	hereby ratified and confirmed. 

	6.   Applicable Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE 
	CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE 
	STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

<PAGE> 3

	7.   Counterparts.  This Agreement may be executed in any number of 
	counterparts and by different parties hereto in separate counterparts, 
	each of which when so executed and delivered shall be deemed to be an 
	original, but all such counterparts together shall constitute but one 
	and the same instrument.

			 [remainder of page intentionally blank]


<PAGE> 4

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


					CLARK REFINING & MARKETING, INC.

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

					Title:  Executive Vice President        
						& Chief Financial Officer       

					BANK OF AMERICA NATIONAL TRUST
					AND SAVINGS ASSOCIATION,
					as Administrative Agent

					By:     /s/  Judith L. Kramer   

					Name:   Judith L. Kramer        
	
					Title:  Vice President  


					BANK OF AMERICA NATIONAL TRUST
					AND SAVINGS ASSOCIATION, as an
					Issuing Bank and as a Bank

					By:     /s/  David E. Sisler    

					Name:   David E. Sisler 

					Title:  Vice President  

					THE TORONTO-DOMINION BANK, as
					Syndications Agent, as a 
					Co-Arranger, as an Issuing Bank 
					and as a Bank

		`                       By:     /s/  L. Allison 

					Name:   Lisa Allison    

					Title:  Manager, Credit Administration  
<PAGE> 5


					BANKERS TRUST COMPANY, as 
					Documentation Agent, as a Co-Arranger, 
					as an Issuing Bank and as a Bank

					By:     /s/  Basil Palmeri      

					Name:   Basil Palmeri                           

					Title:  Vice President  


					THE FIRST NATIONAL BANK OF
					BOSTON, as an Issuing Bank and
					as a Bank

					By:     /s/  Christopher Holmgren       

					Name:   Christopher Holmgren    

					Title:  Director        


					BANK OF AMERICA ILLINOIS, N.A.,
					as an Issuing Bank

					By:     /s/  David Sisler       

					Name:   David Sisler    

					Title:  Vice President  


					UNION BANK, as a Bank

					By:     /s/  W. M. Roth 

					Name:   Walter M. Roth  

					Title:  Vice President  

<PAGE> 6
					CREDIT LYONNAIS NEW YORK BRANCH,
					as a Bank

					By:             

					Name:           

					Title:          


					CREDIT LYONNAIS CAYMAN ISLAND
					BRANCH, as a Bank

					By:             

					Name:           

					Title:          


					THE LONG-TERM CREDIT BANK OF
					JAPAN, LTD., CHICAGO BRANCH, as
					a Bank

					By:             

					Name:           

					Title:          


					NBD BANK, as a Bank

					By:     /s/  Steven P. Capouch  

					Name:   Steven P. Capouch       

					Title:  First Vice President    
<PAGE> 7

					ABN AMRO BANK N.V , CHICAGO
					BRANCH, as a Bank

					By:     /s/  Scott J. Albert    

					Name:   Scott J. Albert 

					Title:  Vice President  


					By:     /s/  Mary L. Honda      

					Name:   Mary L. Honda   

					Title:  Vice President  


					BANK OF SCOTLAND, NEW YORK
					BRANCH, as a Bank

					By:     /s/  Catherine M. Oniffrey      

					Name:   Catherine M. Oniffrey   

					Title:  Vice President  


					THE FUJI BANK, LIMITED, CHICAGO
					BRANCH, as a Bank

					By:     /s/  Hidekazu Seo       

					Name:   Hidekazu Seo    

					Title:  General Manager 


					COMERICA BANK, as a Bank

					By:     /s/  Darlene Persons    
	
					Name:   Darlene Persons         

					Title:  Vice President  

<PAGE> 8

					THE  INDUSTRIAL BANK OF JAPAN,                  
					LIMITED, as a Bank

					By:     /s/  Hiroski Nakamura   

					Name:   Hiroaki Nakamura        

					Title:  Joint General Manager   


					NATIONAL CITY BANK, as a Bank

					By:             

					Name:           

					Title:          


					THE MITSUBISHI TRUST AND BANKING
					CORPORATION, CHICAGO BRANCH, as
					a Bank

					By:     /s/  Masaaki Yamagishi                  

					Name:   Masaaki Yamagishi       

					Title:  Chief Manager   


					THE YASUDA TRUST AND BANKING
					CO., LTD., CHICAGO BRANCH                               
					as a Bank

					By:     /s/  Joseph C. Meek     

					Name:   Joseph C. Meek  

					Title:  Deputy General Manager  


					WELLS FARGO BANK, N.A.,
					as a Bank

					By:             

					Name:           

					Title: