<PAGE> 1
                                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 June 30, 1997

                                   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 August 8, 1997:  100, all of which were 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. and its subsidiaries as of June 30, 1997, and 
the related consolidated statements of earnings for the three and six 
months then ended and the statement of cash flows for the six month 
period then ended.  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 
procedures to financial data and making inquiries of persons responsible 
for financial and accounting matters.  It is substantially less in scope 
than an audit conducted 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 accompanying 1997 consolidated financial 
statements for them to be in conformity with generally accepted 
accounting principles. 

The consolidated financial statements of the Company for the three and 
six months ended June 30, 1996 were reviewed by other accountants whose 
report dated July 29, 1996 expressed that they were not aware of any 
material modifications that should be made to those financial statements 
in order for them to be in conformity with generally accepted accounting 
principles.

The consolidated balance sheet of the Company at December 31, 1996 and 
the related consolidated statements of earnings, cash flows and 
stockholder's equity for the year then ended (not presented herein) were 
audited by other independent accountants whose report dated February 4, 
1997 expressed an unqualified opinion on those statements.  



                                        Price Waterhouse LLP


                                
July 29, 1997

<PAGE> 3

                   CLARK REFINING & MARKETING, INC. AND SUBSIDIARY
                              CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands except per share data)

<TABLE>
                                Reference       December 31,    June 30,
                ASSETS            Note             1996           1997
                                ---------       ------------    --------
<S>                                <C>               <C>           <C>

CURRENT ASSETS:
  Cash and cash equivalents                     $  319,378    $  257,079
  Short-term investments                            14,881        14,773
  Accounts receivable                              171,733       125,196 
  Inventories                        2             277,095       289,588 
  Prepaid expenses and other                        15,411        16,168
                                                ----------    ----------
          Total current assets                     798,498       702,804 

PROPERTY, PLANT AND EQUIPMENT                      555,691       571,066 
OTHER ASSETS                         3              39,131        57,692
                                                ----------    ----------
                                                $1,393,320    $1,331,562
                                                ==========    ==========

        LIABILITIES AND STOCKHOLDER'S EQUITY 

CURRENT LIABILITIES:
   Accounts payable                  5          $  303,141    $  243,919 
   Accrued expenses and other      4, 5             49,384        41,001 
   Accrued taxes other than income                  46,484        48,306
                                                ----------    ----------
          Total current liabilities                399,009       333,226 

LONG-TERM DEBT                                     417,606       416,065 
DEFERRED INCOME TAXES                                  802           802 
OTHER LONG-TERM LIABILITIES                         41,774        42,178 
CONTINGENCIES                        6                  --            -- 

STOCKHOLDER'S EQUITY:

   Common stock ($.01 par value per share;
      1,000 shares authorized and 100 shares
      issued and outstanding)                           --            -- 
   Paid-in capital                                 464,210       464,210 
   Retained earnings                                69,919        75,081
                                                ----------    ----------
           Total stockholder's equity              534,129       539,291
                                                ----------    ----------
                                                $1,393,320    $1,331,562 
                                                ==========    ==========
</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
                                   Reference           ended June 30,
                                     Note           1996            1997
                                   ---------      -----------    -----------
<S>                                   <C>             <C>            <C>
NET SALES AND OPERATING REVENUES                  $ 1,334,725    $ 1,173,730 

EXPENSES:
  Cost of sales                                    (1,199,864)      (981,036)
  Operating expenses                                  (99,506)      (104,573)
  General and administrative expenses                 (14,405)       (13,751)
  Depreciation                                         (9,225)        (9,680)
  Amortization                         3               (2,713)        (5,654)
                                                   -----------    -----------
                                                   (1,325,713)    (1,114,694)
                                                   -----------    -----------
OPERATING INCOME                                        9,012         59,036 

  Interest and financing costs, net   3, 4            (10,580)        (9,480)
                                                   -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES                      (1,568)        49,556 

  Income tax benefit (provision)                          595         (7,000)
                                                   -----------    -----------
NET INCOME (LOSS)                                  $     (973)    $   42,556
                                                   ===========    ===========
</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 six months
                                   Reference          ended June 30,
                                     Note           1996            1997
                                   ---------      -----------    -----------
<S>                                   <C>             <C>            <C>

NET SALES AND OPERATING REVENUES                  $ 2,474,925   $ 2,172,738 

EXPENSES:
  Cost of sales                                    (2,225,072)   (1,874,666)
  Operating expenses                                 (199,957)     (211,921)
  General and administrative expenses                 (28,413)      (28,655)
  Depreciation                                        (18,264)      (19,236)
  Amortization                         3               (6,326)       (8,566)
                                                   -----------   -----------
                                                   (2,478,032)   (2,143,044)
                                                   -----------   -----------

OPERATING INCOME (LOSS)                                (3,107)       29,694 

Interest and financing costs, net     3, 4            (20,431)      (17,532)
                                                   -----------   -----------
INCOME (LOSS) BEFORE INCOME TAXES                     (23,538)       12,162 

Income tax benefit (provision)                          8,944        (7,000)
                                                   -----------   -----------
NET INCOME (LOSS)                                  $  (14,594)   $    5,162
                                                   ===========   ===========
</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 six months
                                                         ended June 30,
                                                         1996         1997
                                                      -----------   ---------
<S>                                                        <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                    $(14,594)    $  5,162 
  Adjustments:
       Depreciation                                      18,264       19,236 
       Amortization                                       9,723       12,113 
       Share of earnings of affiliates,
          net of dividends                                   60         (120)
       Deferred income taxes                             (8,944)          -- 
       Other, net                                        (1,019)         412

  Cash provided by (reinvested in) working capital -
       Accounts receivable, prepaid expenses and other    1,753       50,830 
       Inventories                                      (44,715)     (12,164)
       Accounts payable, accrued expenses, taxes
          other than income and other                     8,787      (68,489)
                                                       ----------   ---------
  Net cash provided by (used in) operating activities   (30,685)       6,980
                                                       ----------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of short-term investments                        25          108 
  Sales of short-term investments                        19,000           -- 
  Expenditures for property, plant and equipment        (14,584)     (39,972)
  Expenditures for turnaround                            (5,441)     (30,044)
  Proceeds from disposals of property, plant
     and equipment                                        3,834        2,186
                                                       ----------   ---------
  Net cash provided by (used in) investing activities     2,834      (67,722)
                                                       ----------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Long-term debt payments                                (2,234)      (1,541)
  Capital contribution                                   33,600           -- 
  Deferred financing costs                                 (254)         (16)
                                                       ----------   ---------
  Net cash provided by (used in) financing activities    31,112       (1,557)
                                                       ----------   ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      3,261      (62,299)
CASH AND CASH EQUIVALENTS, beginning of period           60,477      319,378
                                                       ----------   ---------
CASH AND CASH EQUIVALENTS, end of period               $ 63,738     $257,079
                                                       ==========   =========
</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)
June 30, 1997
(tabular dollar amounts in thousands of US dollars)

1.	Basis of Preparation 

	The unaudited consolidated balance sheet of Clark Refining & 
Marketing, Inc. and Subsidiary (the "Company") as of June 30, 1997, and 
the related consolidated statements of earnings and cash flows for the 
three and six month periods ended June 30, 1996 and 1997, have been reviewed by
independent accountants.  Clark Port Arthur Pipeline Company 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 
and administrative expenses in the 1996 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, 1996.

        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.	Inventories

	The carrying value of inventories consisted of the following:
<TABLE>
                                        December 31,        June 30,
                                            1996              1997 
                                        ------------       ----------
        <S>                                 <C>                <C>
        Crude oil                        $ 105,786          $  83,555
        Refined and blendstocks            136,747            168,553
        Convenience products                17,643             21,429
        Warehouse stock and other           16,919             16,051
                                        ------------       ----------
                                         $ 277,095          $ 289,588
                                         ===========       ==========
</TABLE>

        The market value of the crude oil and refined product inventories at
June 30, 1997, was approximately $18.0 million above the carrying value 
(December 31, 1996 - $81.7 million).

<PAGE> 8

3.	Other Assets

	Amortization of deferred financing costs for the three and six month 
periods ended June 30, 1997, was $1.7 million (1996 - $1.7 million) and 
$3.5 million (1996 - $3.3 million) respectively, and was included in " 
Interest and financing costs, net ".

	Amortization of refinery maintenance turnaround costs for the three 
and six month periods ended June 30, 1997, was $5.7 million (1996 - $2.7 
million) and $8.6 million (1996 - $6.3 million), respectively.


4.	Interest Expense and Finance Income, Net

	Interest and financing costs, net, consisted of the following:
<TABLE>
                                For the three months    For the six months
                                   ended June 30,         ended June 30, 
                                  1996        1997         1996      1997
                                ---------   ---------    --------  --------
        <S>                        <C>         <C>         <C>        <C>
        Interest expense         $10,837     $10,756     $21,574   $21,397
        Financing costs            1,659       1,754       3,274     3,507
        Interest income           (1,676)     (2,805)     (3,949)   (6,725)
                                ---------   ---------    --------  --------
                                  10,820       9,705      20,899    18,179
        Capitalized interest        (240)       (225)       (468)     (647)
                                ---------   ---------    --------  --------
                                $ 10,580     $ 9,480     $20,431   $17,532
                                =========   =========    ========  ========
</TABLE>

	Accrued interest payable at June 30, 1997, of $6.8 million (December 
31, 1996 - $6.8 million) was included in "Accrued expenses and other".

5.	Income Taxes 

The income tax provision of $7.0 million for the three and six month 
periods ended June 30, 1997, was entirely related to the resolution of an 
Internal Revenue Service examination for the years 1993 and 1994.  The 
resolution had the effect of accelerating the recognition of certain net 
taxable temporary differences and, as a result, required a concurrent $5.0 
million increase in the valuation allowance related to the Company's net 
deferred tax asset.  The remaining provision of $2.0 million represented 
associated interest.

6.	Contingencies 

	Clark 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.  
While it is not possible at this time to establish the ultimate amount 
of liability with respect to such contingent liabilities, Clark 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> 9

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

Results of Operations

Financial Highlights

	The following tables reflect the Company's financial and operating 
highlights for the three and six month periods ended June 30, 1996 and 
1997.  All dollars listed are in millions.  The tables provide 
supplementary and pro forma data and are not intended to represent an 
income statement presented in accordance with generally accepted 
accounting principles.

<TABLE>
                                  For the three months    For the six months
                                     ended June 30,         ended June 30, 
                                    1996        1997         1996       1997
                                  ---------   ---------    --------   --------
        <S>                          <C>         <C>         <C>         <C>
Financial Results:           

Net sales and operating revenues   $ 1,334.7   $1,173.7    $2,474.9   $2,172.7
Cost of sales                        1,199.9      981.0     2,225.1    1,874.6
Operating expenses                      99.5      104.6       199.9      211.9
General and administrative expenses     14.4       13.7        28.4       28.7
Depreciation and amortization           11.9       15.3        24.6       27.8
Interest expense and financing costs    12.3       12.3        24.3       24.2
Interest and finance income              1.7        2.8         3.9        6.7
                                   ---------   ---------    --------  ---------
Earnings (loss) before income taxes     (1.6)      49.6       (23.5)      12.2
Income tax (provision) benefit           0.6       (7.0)        8.9       (7.0)
                                   ---------   ---------    --------  ---------
Net earnings (loss)                $    (1.0)  $   42.6     $ (14.6)  $    5.2 
                                   =========   =========    ========  =========
Operating Income:

Pro forma refining contribution to
   operating income (a)            $    21.6   $   68.8     $   7.0   $   98.6
Retail contribution to
   operating income                     10.0        5.9        19.0       10.1
Corporate general and
   administrative expenses               3.6        3.6         6.8        7.4 
                                        28.0       71.1        19.2      101.3
                                   ---------   ---------    --------   --------
Depreciation and amortization           11.9       15.3        24.6       27.8 
Special item gain (loss) (a)            (7.1)       3.2         2.3      (43.8)
                                   ---------   ---------    --------   --------
Operating income (loss)            $     9.0   $   59.0     $  (3.1)   $  29.7
                                   =========   =========    ========   ========                                                
</TABLE>

(a)	Special items are described in detail below.

	The Company reported record net earnings of $42.6 million for the 
second quarter of 1997 which compared to a net loss of $1.0 million in 
the same period of 1996.  Refining division results improved 
significantly over the previous year due to good unit reliability and 
numerous processing unit throughput records.  In addition, there was 
some improvement in refining industry fundamentals, particularly crude 
oil quality differentials.  For the six months ended June 30, 1997, the 
Company recorded net earnings of $5.2 million which was improved over a 
net loss of $14.6 million in the year-ago period.  Special items reduced 
first half pre-tax earnings on a pro forma basis by $43.8 million in 
1997 as compared to a pre-tax gain of $2.3 million in the first half of 
1996.  The Company recorded an income tax provision of $7.0 million in 
the second quarter of 1997 associated with settlement of prior period 
audit examinations.  Unlike 1996, the Company did not record a tax 
provision on current year results due to its cumulative tax loss 
carryforward position.

<PAGE> 10

	Special items associated with the estimated impact of a fall in 
crude oil prices on feedstock costs and the hypothetical cost of lost 
production associated with a major maintenance turnaround reduced 1997 
first half pre-tax earnings by $43.8 million (second quarter - $3.2 
million gain) on a pro forma basis.  A decrease in crude oil prices of 
over $6.00 per barrel in 1997 had a negative impact on the Company's 
pre-tax earnings of approximately $28.3 million (second quarter - $2.4 
million gain), resulting from the fact that feedstock acquisition costs 
are fixed on average two to three weeks prior to the manufacture and 
sale of the finished products.  The Company has not historically hedged 
this price risk because of the unrecoverable cost of entering into 
appropriate hedge-related derivatives, especially in a backwardated 
market.  In 1996, this policy resulted in a gain of $2.3 million in the 
first half (second quarter  - $7.1 million loss) because crude oil 
prices increased over $1 per barrel in that period.  The Company 
successfully completed an extensive planned maintenance turnaround on 
most units at its Port Arthur refinery in the first quarter of 1997.  
The opportunity cost of lost production from essentially the entire 
refinery being out of service for one month was approximately $15.5 
million on a pro forma basis.

	Net sales and operating revenues decreased approximately 12% in the 
second quarter and first six months of 1997 as compared to the prior 
year.  This decrease was principally the result of the crude oil price 
decline, noted above, that reduced both sales and cost of goods sold and 
the major maintenance turnaround at the Port Arthur refinery, which 
reduced the Company's production and sales of refined products.


Refining

Refining Division Operating Statistics:
(dollars in millions, except per barrel data)   
<TABLE>
                                  For the three months    For the six months
                                     ended June 30,         ended June 30, 
                                    1996        1997         1996       1997
                                  ---------   ---------    --------   --------
        <S>                          <C>         <C>         <C>         <C>
Port Arthur Refinery
  Crude oil throughput (m bbls/day)  209.7      218.4        204.3      192.6
  Production (m bbls/day)            220.9      230.5        212.3      198.5

  Pro forma gross margin
    ($/barrel of production) (a)    $ 2.44    $  3.96       $ 2.23    $  3.94
  Operating expenses                  38.5       40.6         77.2       83.7

  Net margin including
     turnaround impact              $ 10.6    $  42.5       $  9.0    $  57.9
  Estimated turnaround impact (b)       --       (0.8)          --       15.5
  Pro forma net margin (a) (b)      $ 10.6    $  41.7       $  9.0    $  73.4

Blue Island, Hartford and other refining

  Crude oil throughput (m bbls/day)  139.7      137.2        132.6      135.3
  Production (m bbls/day)            133.0      145.7        132.6      141.2

  Pro forma gross margin
     ($/barrel of production) (a)   $ 3.82    $  4.80       $ 2.91     $ 3.88
  Operating expenses                  29.6       31.3         61.1       63.3

  Pro forma net margin (a)          $ 16.6    $  32.4       $  9.2     $ 35.8

Divisional G & A expenses              5.6        5.3         11.2       10.6
Pro forma contribution
   to earnings (b)                  $ 21.6    $  68.8       $  7.0     $ 98.6

</TABLE>

(a)	Excludes the impact of the change in crude oil prices on feedstock
        costs.  Actual gross margin per barrel was as follows:  For the three 
        months ended June 30, Port Arthur, 1996 - $2.36; 1997 - $4.07, Blue 
        Island, Hartford and other refining, 1996 - $3.37; 1997 - $4.81; For 
        the six months ended June 30, Port Arthur, 1996 - $2.38; 1997 - 
        $3.43, Blue Island, Hartford and other refining, 1996 - $2.77; 1997 - 
        $3.49.
(b)	Includes hypothetical adjustment for lost production at foregone 
        margins during the period of the turnaround shutdown.

<PAGE> 11

	On a pro forma basis, the refining division contributed $68.8 
million to operating income in the second quarter of 1997 (1996 - $21.6 
million).  Actual second quarter refining contribution was $72.0 
million in 1997 versus $14.5 million in 1996.  These improved results 
were achieved principally due to record refining production levels, 
good refinery reliability, larger discounts for heavy and sour crude 
oil and improved Gulf Coast refining margins. Hartford refinery results 
particularly benefited from improved access to lower cost Canadian 
heavy crude oil.  Port Arthur results were also buoyed by the 
operational benefits realized from the first quarter maintenance 
turnaround.  On a comparative basis, last year's second quarter was 
negatively impacted by severe crude oil market volatility and 
backwardation that raised the cost of the Company's feedstocks.  On a 
pro forma basis, the refining division contributed $98.6 million to 
operating income in the first six months of 1997 (1996 - $7.0 million).  
Actual first half refining contribution was $54.8 million in 1997 
versus $9.3 million in 1996.  Results for the first half of 1997 have 
similarly benefited due to improved yields and throughput and better 
crude oil quality differentials.  Crude oil quality differential 
indicators for sour crude oil improved from $0.99 per barrel to $1.91 
per barrel and the benefit for heavy sour crude oil improved from $4.68 
per barrel to $5.90 per barrel from the first half of 1996 to the first 
half of 1997.  The Company believes these crude oil quality 
differential indicators improved primarily due to increased 
availability of light and heavy sour crude oil, higher levels of 
industry refinery maintenance turnarounds and milder winter weather in 
the first quarter of 1997.

	Port Arthur crude oil throughput and production reached record levels 
in the second quarter of 1997, but were below 1996 levels for the first 
half of the year due to the planned maintenance turnaround in the first 
quarter of 1997.  Second quarter and first half Midwest refining crude 
oil throughput and production increased over the prior year due to lower 
levels of planned and unplanned processing unit downtime in 1997.  Port 
Arthur refinery operating expenses for the first six months of 1997 were 
higher than the previous year principally because of higher natural gas 
prices in January of 1997.  Natural gas is consumed as a fuel in the 
refining process.


Retail

Retail Division Operating Statistics:
(dollars in millions, except per gallon and per store data)
<TABLE>
                                  For the three months    For the six months
                                     ended June 30,         ended June 30, 
                                    1996        1997         1996       1997
                                  ---------   ---------    --------   --------
        <S>                          <C>         <C>         <C>         <C>

Gasoline volume (mm gals.)          271.2       262.2        507.7      500.2
Gasoline gross margin (cents/gal)    10.6         9.4         11.2       10.1
Gasoline gross margin             $  28.7     $  24.6      $  56.9    $  50.4

Convenience product sales         $  66.9     $  75.7      $ 125.4    $ 136.0
Convenience product margin and
   other income                      17.9        19.0         32.4       35.3

Gain on asset sales               $    --     $    --      $   1.8    $    --
Operating expenses                   31.4        32.4         61.8       64.6
Divisional G & A expenses             5.2         5.3         10.3       11.0
Contribution to operating income  $  10.0     $   5.9      $  19.0    $  10.1

Per Month Per Store
Company operated stores
   (average) (a)                      829         819          828        816
Gasoline volume (m gals.)           109.1       107.9        102.2      103.2
Convenience product sales
   (thousands)                    $  26.9     $  30.8      $  25.2    $  27.8
Convenience product gross margin
   (thousands)                    $   7.2     $   7.7      $   6.5    $   7.2

</TABLE>

(a)  Nine stores included in 1997 did not sell fuel.

<PAGE> 12


	Retail contribution to operating income for the second quarter of 
1997 was $5.9 million as compared to $10.0 million in the second 
quarter of 1996, and decreased to $10.1 million in the first six months 
of 1997 from $19.0 million in the first half of 1996.  Retail 
contribution declined primarily because of weaker retail fuel margins 
in 1997 and a $1.8 million first quarter gain on the sale of stores in 
the prior year.  Retail margins have historically benefited when crude 
oil prices fall, but the benefit of the crude oil price decline in the 
first half of 1997 was not fully realized because wholesale prices did 
not fall as much as crude oil prices and due to highly competitive 
retail markets.  This continues a trend of tighter retail margins that 
started in the last half of 1996.  Certain store operating measures did 
show improvement in 1997, including an 11% improvement in convenience 
product margins per store on 10% higher sales.  Operating expenses 
increased principally because of lease expenses and higher operating 
costs for larger stores acquired in the last year.


Other Financial Highlights

	Interest and finance income for the second quarter and first half of 
1997 decreased over the comparable period of 1996 because of interest 
earned on higher cash balances in 1997, resulting from the contribution 
of an advance crude oil purchase receivable from Clark USA, Inc. ("Clark 
USA") in late 1996 that was converted to cash.

	Amortization expense increased in the second quarter and first half 
of 1997 over the same periods in 1996 due to amortization on the 1997 
first quarter Port Arthur refinery maintenance turnaround.


Liquidity and Capital Resources

	Net cash generated by operating activities, excluding working capital 
changes, for the six months ended June 30, 1997 was $36.8 million 
compared to $3.5 million in the year-earlier period.  Working capital at 
June 30, 1997 was $369.6 million, a 2.11 to 1 current ratio, versus 
$399.5 million at December 31, 1996, a 2.00 to 1 current ratio.  Working 
capital at June 30, 1997 decreased from the end of 1996 because of a 
retail store acquisition that was financed with cash and the capital 
cost of the Port Arthur refinery turnaround.

	In general, the Company's short-term working capital requirements 
fluctuate with the price and payment terms of crude oil and refined 
petroleum products.  The Company 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 June 30, 1997 was $400 
million and approximately $274 million of the facility was utilized for 
letters of credit.  There were no direct borrowings under the Company's 
line of credit at June 30, 1997.  The Company expects to have an amended 
and restated agreement in place by September 30, 1997.

	Cash flows used in investing activities in the first half of 1997, 
excluding short-term investment activities which management treats 
similar to cash and cash equivalents, was $67.8 million as compared to 
$16.2 million in the year-earlier period.  The higher investing 
activities in 1997 resulted principally from the Port Arthur refinery 
turnaround ($30.0 million) and the acquisition of 48 retail stores in 
Michigan ($20.1 million).  Refinery capital expenditures totaled $12.5 
million in the first six months of 1997 (1996 - $8.3 million), most of 
which related to discretionary and non-discretionary projects undertaken 
in conjunction with the Port Arthur refinery turnaround.  Retail capital 
expenditures for the first six months of 1997, excluding the Michigan 
acquisition, totaled $6.3 million (1996 - $6.1 million) and were 
principally for underground storage tank-related work.

        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> 13

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

	On May 5, 1997 a complaint, entitled AOC Limited Partnership ("AOC 
L.P.") et al., vs. TrizecHahn Corporation, et al., Case No. 97 CH 05543 
naming Clark USA as a defendant was filed in the Circuit Court of Cook 
County, Illinois.  The Complaint seeks $21 million, plus continuing 
interest, related to the sale of equity by Clark USA to finance the Port 
Arthur refinery acquisition.  The sale of such equity triggered a 
calculation of a potential contingent payment to AOC L.P. (the "AOC L.P. 
Contingent Payment") pursuant to the agreement related to the December 
1992 purchase and redemption of its minority interest.  According to 
Clark USA's calculation, no payment is required.  The Complaint disputes 
Clark USA's method of calculation.  The AOC L.P. Contingent Payment is 
an amount which shall not exceed in the aggregate $33.9 million and is 
contractually payable 89% by Clark USA and 11% by TrizecHahn.  
TrizecHahn has indemnified Clark USA for any AOC L.P. Contingent Payment 
in excess of $7 million.  At this time no estimate can be made as to 
Clark USA's potential liability, if any, with respect to this matter.

	In April 1997,  the Company was advised of the termination of an 
investigation by the Office of the United States Attorney concerning a 
1994 gasoline spill at the Company's St. Louis, Missouri terminal.  In 
May 1997, the Company received correspondence from the State of Missouri 
seeking to resolve any dispute arising from the events of January 1994 
and seeking the payment of a penalty of less than  $200,000.


ITEM 6 - Exhibits and Reports on Form 8-K

	(a)	Exhibits

		Exhibit 27.0 - Financial Data Schedule

	(b)	Reports on Form 8-K

		None
<PAGE> 14

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)


August 12, 1997