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


				   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):  April 7, 1997



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



 Delaware                                1-11392                 43-1491230
 (State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
	of incorporation)                                    Identification No.)


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


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





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Item  4.        Changes in Registrant's Certifying Accountant

	Effective April 7, 1997, Clark Refining & Marketing, Inc. (the 
"Company") dismissed Coopers & Lybrand L.L.P ("C&L") as its independent 
accountant previously engaged to audit its financial statements.  On 
April 8, 1997, the Company engaged Price Waterhouse LLP ("PW") as its 
independent accountant to audit its financial statements.  C&L's report 
on the Company's financial statements for the years ended December 31, 
1995 and 1996 did not contain an adverse opinion or a disclaimer of 
opinion and was not qualified or modified as to uncertainty, audit 
scope, or accounting principles.  The decision to change independent 
accountants was approved by the Company's Board of Directors.

	The following disagreements as contemplated by Item 304 (a)(1)(iv) 
of Regulation S-K occurred during the two most recent fiscal years and 
subsequent interim periods preceding the dismissal of C&L:

a) In December 1995, Clark USA, Inc. ("Clark USA"), the Company's 
parent, acquired an advance crude oil purchase receivable from a 
subsidiary of Occidental Petroleum (the "Oxy Receivable").  In 
connection with its audit for the year ended December 31, 1995, C&L 
required Clark USA to obtain an independent appraisal of the 
receivable.  Clark USA believed such an independent appraisal was 
unnecessary due to readily available alternative valuation methods 
and the arms-length nature of the transaction.  However, Clark USA 
obtained the required independent appraisal which confirmed Clark 
USA's original valuation. The Oxy Receivable was sold in October 1996 
for a gain of $10.9 million.
 
b) In December 1995, Clark USA filed a registration statement for its 10 
7/8% Notes with the Securities and Exchange Commission.  As a result 
of a review of this registration statement by the Commission, Clark 
USA was required to change the accounting treatment for the Oxy 
Receivable from the pro forma accounting information presented in a 
private placement offering circular.  The economic substance of the 
Oxy Receivable was not impacted by this change.  However, C&L 
required Clark USA to disclose Clark USA's evaluation of the impact 
of this accounting change.  Clark USA provided disclosure which 
indicated Clark USA believed the different accounting treatment would 
not have a material adverse effect on Clark USA's financial position 
or results of operations.
 
c) During 1996, the Company accounted for fixed purchase and sale 
commitments on a mark to market basis for interim reporting.  C&L 
assisted the Company in evaluating the use of this method in 1996, 
but determined that it was not appropriate.  The Company ultimately 
agreed with this conclusion and as a result, did not utilize this 
method in the financial statements of the Company for the year ended 
December 31, 1996.  The utilization of this method for interim 
reporting did not result in a material impact on the consolidated 
financial statements for any interim period.
 
d) During 1996, the Company evaluated its ability to realize its 
alternative minimum tax ("AMT") credit carryforward.  For the year 
ended December 31, 1996, C&L concluded that a valuation reserve 
against this AMT credit carryforward was required and the Company 
ultimately concurred.

	Neither the Board of Directors nor a subcommittee of the Board of 
Directors discussed these disagreements with C&L.  C&L has been 
authorized to fully respond to any inquiries from PW regarding these 
matters.

	During the years ended December 31, 1995 and 1996 and subsequent 
interim periods, there were no reportable events as defined under Item 
304 (a)(1)(v) of Regulation S-K and the Company did not consult with PW 
regarding the application of accounting principles to a specified 
transaction, or regarding the type of audit opinion that might be 
rendered on the Company's financial statements or any disagreements as 
defined in Item 304 (a)(2)(i) and Item 304 (a)(2)(ii) of Regulation S-K, 
except as noted below:

1. PW was not consulted regarding the need for an independent appraisal 
of the Oxy Receivable as discussed in a) above.  Clark USA requested 
PW to gather information regarding industry practice for the 
accounting for transactions similar to the Oxy Receivable.  Clark USA 
did not request PW to express an opinion and PW was not engaged to, 

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and did not provide an opinion on the accounting for this 
transaction.  PW shared publicly available information with Clark USA 
regarding certain significant factors considered by another company 
in evaluating the accounting treatment for a transaction with certain 
similar features.
 
2. The Company requested PW to gather information regarding industry 
practice for the accounting for fixed commitments as discussed in c) 
above.  The Company did not request PW to express an opinion and PW 
was not engaged to, and did not provide an opinion on the accounting 
for fixed commitments. After conducting an industry survey, PW 
advised the Company that no companies in the survey were utilizing 
this accounting treatment.



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SIGNATURES

	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.


Dated:  April 14, 1997  CLARK REFINING & MARKETING, INC.




			By:     /s/ Dennis R. Eichholz  
				Dennis R. Eichholz
				Controller and Treasurer