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			`                                            Exhibit 10.2
			 
			 CLARK REFINING & MARKETING, INC.

				 FOURTH AMENDMENT
		    TO AMENDED AND RESTATED CREDIT AGREEMENT


		This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
	(the "Amendment") is dated as of July 12, 1996 and entered into by and 
	among Clark Refining & Marketing, Inc., a Delaware corporation, Bank of 
	America National Trust and Savings Association, a national banking 
	association, as Administrative Agent, Bankers Trust Company, a New York 
	Banking corporation, as Documentation Agent, The Toronto-Dominion Bank, a 
	Canadian chartered bank, as Syndication Agent, BA Securities, Inc., a 
	Delaware corporation, as Technical Agent, and the other financial 
	institutions party hereto.  This Amendment amends the Amended and 
	Restated Credit Agreement dated as of April 19, 1995, 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 and (iii) the Third 
	Amendment to Amended and Restated Credit Agreement dated as of January 
	31, 1995 (as amended, the "Credit Agreement"), by and among the parties 
	hereto.  Capitalized terms used herein without definition shall have the 
	same meanings herein as set forth in the Credit Agreement.

					 RECITALS

		WHEREAS, the parties hereto entered into the Credit Agreement, 
	which provides for aggregate Commitments of $400,000,000;

		WHEREAS, the parties hereto desire to make certain amendments 
	as set forth below.

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


					Article I.

	AMENDMENTS TO THE CREDIT AGREEMENT

	1.01    Amendment to Section 1.01:  Certain Defined Terms.  The 
	definition of "Long Term Treasury Securities" set forth in Section 1.01 
	of the Credit Agreement is  hereby amended by deleting it in its 
	entirety and substituting the following therefor:

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		"Long Term Treasury Securities" means (a) the U.S. Treasury 
	Notes specified in Schedule 1.01(d) owned by the Company on the Closing 
	Date and (b) U.S. Treasury Notes or similar investments backed by the 
	full faith and credit of the United States with maturities not exceeding 
	five years.

		1.02    Amendments to Section 8.01:  Limitation on Liens.

		(a)     Subsection 8.01(n) of the Credit Agreement is hereby 
	amended by deleting it in its entirety and substituting the following 
	therefor:
	     
	       "(n) Liens (other than Liens on the Collateral) (i) 
	arising from precautionary filings of UCC Financing Statements relating 
	solely to operating leases permitted by this Agreement and (ii) on 
	equipment or intangible assets purchased in connection with an operating 
	lease permitted by this Agreement granted to secure obligations under 
	such operating lease."

	(b)     Section 8.01 is hereby amended by adding the following new 
	subsection (r) at the end thereof:

		"(r) Liens (other than Liens on the Collateral) to provide 
	additional security for obligations under operating leases or 
	Capitalized Leases permitted by this Agreement not exceeding 
	$30,000,000, which Liens shall be in addition to the Liens permitted 
	pursuant to subsections (k) and (n) of this Section 8.01."


				    Article II.

			    EFFECTIVENESS OF AMENDMENTS

	This Amendment shall become effective on the opening of business in 
	San Francisco on the Business Day (the "Fourth Amendment Effective 
	Date") on which the Administrative Agent has notified the Company and 
	the Banks that the Administrative Agent has (i) executed a counterpart 
	signature page of this Amendment and (ii) received executed counterpart 
	signature pages of this Amendment from the Company and the Majority 
	Banks.


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					  Article III.

					 MISCELLANEOUS

	3.01    Reference to and Effect on the Credit Agreement and the Other 
	Loan Documents. 

		(a)     On and after the Fourth Amendment Effective Date, 
		each reference in the Credit Agreement to "this Agreement", 
		"hereunder", "hereof", "herein" or words of like import 
		referring to the Credit Agreement, and each reference in the 
		other Loan Documents to the "Credit Agreement", "thereunder", 
		"thereof" or words of like import referring to the Credit 
		Agreement shall mean and be a reference to the Credit Agreement 
		as amended by this Amendment.

		(b)     Except as specifically amended by this Amendment, the 
		Credit Agreement and the other Loan Documents shall remain in 
		full force and effect and are hereby ratified and confirmed.

		(c)     The execution, delivery and performance of this Amendment 
		shall not, except as expressly provided herein, constitute a 
		waiver of any provision of, or operate as a waiver of any right, 
		power or remedy of the Administrative Agent, any Bank or any 
		Issuing Bank under, the Credit Agreement or any of the other 
		Loan Documents.

	3.02    Headings.   Section and subsection headings in this Amendment 
	are included herein for convenience of reference only and shall not 
	constitute a part of this Amendment for any other purpose or be given 
	any substantive effect.

	3.03    Applicable Law.  THIS AMENDMENT 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. 

	3.04    Counter Parts.  This Amendment 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 an 
	original, but all such counterparts together shall constitute but one 
	and the same instrument.

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		IN WITNESS WHEREOF, the parties hereto have caused this 
	Amendment 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/  Kay S. Warren      

					Name:   Kay S. Warren   
	
					Title:  Vice President  
					

					BA SECURITIES, INC.,
					as Technical Agent

					By:     N/A     

					Name:           

					Title:          

					
					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  

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					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  


					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  
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					UNION BANK, as a Bank

					By:     /s/  W. M. Roth 

					Name:   Walter M. Roth  

					Title:  Vice President  


					CREDIT LYONNAIS NEW YORK BRANCH,
					as a Bank

					By:     /s/  Jacques-Yves Mulliez       

					Name:   Jacques-Yves Mulliez    

					Title:  Senior Vice President   


					CREDIT LYONNAIS CAYMAN ISLAND
					BRANCH, as a Bank

					By:     /s/  Jacques-Yves Mulliez       

					Name:   Jacques-Yves Mulliez    

					Title:  Authorized Signature    


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

					By:     /s/  Armund J. Schoen, Jr.      

					Name:   Armund J. Schoen, Jr.   

					Title:  V.P. & Deputy General Manager   


					NBD BANK, as a Bank

					By:     /s/  William V. Clifford        

					Name:   William V. Clifford     

					Title:  Vice President  
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					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:  Joint General Manager   


					COMERICA BANK, as a Bank

					By:     /s/  Thomas J. Parnell  
	
					Name:   Thomas J. Parnell                       

					Title:  Vice President  

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					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:     /s/  Barry C. Robinson  

					Name:   Barry C. Robinson       

					Title:  Vice President  


					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:     /s/  Charles D. Kirkham 

					Name:   Charles D. Kirkham      

					Title:  Vice President