<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 March 31, 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 May 9, 1997:  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. and its subsidiary as of March 31, 1997, and 
the related consolidated statements of earnings and of cash flows for 
the three 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 inquires 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 
months ended March 31, 1996 were reviewed by other accountants whose 
report dated April 30, 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 
stockholders' 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


May 6, 1997

<PAGE> 3

                CLARK REFINING & MARKETING, INC. AND SUBSIDIARY              
                         CONSOLIDATED BALANCE SHEETS                         
                 (Dollars in thousands except per share data)                
<TABLE>                                                         
								
								
                                Reference       December 31,    March 31,
        ASSETS                     Note             1996          1997
<S>                                 <C>              <C>           <C>                                                 
CURRENT ASSETS:							
   Cash and cash equivalents                    $  319,378    $  190,728 
   Short-term investments           2               14,881        14,793
   Accounts receivable                             171,733       137,448 
   Inventories                      3              277,095       339,826 
   Prepaid expenses and other                       15,411        16,656
                                                ----------    ----------
          Total current assets                     798,498       699,451 

PROPERTY, PLANT AND EQUIPMENT                      555,691       573,398
OTHER ASSETS                        4               39,131        61,865 
                                                ----------    ----------
                                                $1,393,320    $1,334,714
                                                ==========    ==========


	LIABILITIES AND STOCKHOLDERS' EQUITY
							
CURRENT LIABILITIES:							
   Accounts payable                             $  303,141    $ 287,935 
   Accrued expenses and other     5                 49,384       41,169 
   Accrued taxes other than income                  46,484       49,161
                                                ----------    ---------
          Total current liabilities                399,009      378,265 
                                                        
LONG-TERM DEBT                                     417,606      416,824 
DEFERRED INCOME TAXES                                  802          802 
OTHER LONG-TERM LIABILITIES                         41,774       42,088
CONTINGENCIES                      6                    --          --
								
STOCKHOLDERS' 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               2                 69,919      32,525
                                                 ----------  ----------
           Total stockholder's equity               534,129     496,735
                                                 ----------  ----------
                                                 $1,393,320  $1,334,714
                                                 ==========  ==========
</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 March 31,  
                                        Note          1996         1997
                                    -----------     --------    ---------  
<S>                                      <C>           <C>         <C>                                                   
NET SALES AND OPERATING REVENUES							 
                                                   $ 1,140,200   $ 999,008  
EXPENSES:									
        Cost of sales                               (1,025,208)   (893,630)
        Operating expenses                            (100,451)   (107,348)
        General and administrative expenses            (14,008)    (14,904)
        Depreciation                                    (9,039)     (9,556)
        Amortization                      4             (3,613)     (2,912)
                                                   ------------ -----------
                                                    (1,152,319) (1,028,350)
                                                   ------------ -----------
                                                                
OPERATING LOSS                                         (12,119)    (29,342)
									
        Interest and financing costs,
        net                             2, 4, 5         (9,851)     (8,052)
                                                   ------------   ---------
									
LOSS BEFORE INCOME TAXES                               (21,970)    (37,394)
									
        Income tax benefit                               8,349          -- 
                                                   ------------  ----------
NET LOSS                                           $   (13,621)  $ (37,394)
                                                   ============  ==========
									
</TABLE>                                                                 
									
									
        The accompanying notes are an integral part of these statements.        
							
									
<PAGE> 5 
								
								


                   CLARK REFINING & MARKETING, INC. AND SUBSIDIARY            
                        CONSOLIDATED STATEMENTS OF CASH FLOWS                 
                                (Dollars in thousands)                     
<TABLE>                                                                 
                                                      For the three months     
                                                         ended March 31,  
                                                        1996         1997
                                                      --------    ---------  
<S>                                                      <C>         <C>    

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                            $(13,621)   $(37,394)
  Adjustments:                                        
       Depreciation                                      9,039       9,556 
       Amortization                                      5,332       4,684 
       Share of earnings of affiliates, net of dividends   333          52 
       Deferred income taxes                            (8,349)         -- 
       Other, net                                       (1,418)        325 
					
  Cash provided by (reinvested in) working capital -					
       Accounts receivable, prepaid expenses and other  (8,578)     33,090 
       Inventories                                     (20,987)    (62,731)
       Accounts payable, accrued expenses, taxes
                other than income and other             39,889     (18,662)
                                                       --------    --------
            Net cash provided by (used in) operating
            activities                                   1,640     (71,080)
                                                       --------    --------
					
CASH FLOWS FROM INVESTING ACTIVITIES:					
  Purchases of short-term investments                       14          88 
  Sales of short-term investments                        4,000          -- 
  Expenditures for property, plant and equipment        (7,387)    (30,925)
  Expenditures for turnaround                           (3,574)    (27,412)
  Proceeds from disposals of property, plant and
        equipment                                        3,621       1,527
                                                       --------    --------
           Net cash used in investing activities        (3,326)    (56,722)
                                                       --------    --------
					
CASH FLOWS FROM FINANCING ACTIVITIES:					
  Long-term debt payments                               (1,347)       (782)
  Capital contribution                                  33,600          -- 
  Deferred financing costs                                (254)        (66)
                                                       --------    --------
           Net cash provided by (used in)
               financing activities                     31,999        (848)
                                                       --------    --------
					
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    30,313    (128,650)
CASH AND CASH EQUIVALENTS, beginning of period          60,477     319,378
                                                        -------   ---------
CASH AND CASH EQUIVALENTS, end of period               $90,790    $190,728
                                                       =======    ========

</TABLE>
					
					
        The accompanying notes are an integral part of these statements.     

<PAGE> 6

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

Clark Refining & Marketing, Inc. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 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 March 31, 1997, and 
the related consolidated statements of earnings and cash flows for the 
three month periods ended March 31, 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 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.	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, 1996                   March 31, 1997
                -------------------------------  ------------------------------
    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    $ 14,981   $ (100)      $ 14,881  $ 14,893    $ (100)   $ 14,793
</TABLE>

	The net unrealized position at March 31, 1997, included gains of 
$0.0 million and losses of $0.1 million (1996 -- gains of $0.0 million 
and losses of $0.1 million).

<PAGE> 7

	The contractual maturities of the short-term investments at March 
31, 1997, were:

<TABLE>
                                                Amortized       Aggregate
                                                  Cost          Fair Value 
                                                ---------       ----------
<S>                                                <C>             <C>
  Due in one year or less                       $ 3,013         $ 2,996
  Due after one year through five years          11,880          11,797
                                                _________       _________
                                                $14,893         $14,793
                                                =========       =========
</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 period ended March 31, 1997, there were no 
sales of Available-for-Sale securities.  For the same period in 1996, 
proceeds from the sale of Available-for-Sale securities were $4.0 
million with no realized gains or losses recorded for the period.  
Realized gains and losses are presented in "Interest and financing 
costs, net" and are computed using the specific identification method.

	For the three month period ended March 31, 1997, there was no 
change in the net unrealized holding gains or losses on Available-for-
Sale securities.  For the same period in 1996, the change in the net 
unrealized holding gains or losses on Available-for-Sale securities was 
a loss of $0.2 million ($0.1 million after taxes).

3.	Inventories

	The carrying value of inventories consisted of the following:
<TABLE>
                                        December 31,            March 31,
                                          1996                    1997 
                                        -----------             ---------
<S>                                         <C>                     <C>
        Crude oil                       $105,786                $106,535
        Refined and blendstocks          136,747                 192,788
        Convenience products              17,643                  25,459
        Warehouse stock and other         16,919                  15,044
                                        -----------             ---------
                                        $277,095                $339,826
                                        ===========             =========
</TABLE>

        The market value of the crude oil and refined product inventories
at March 31, 1997, was approximately $21.0 million above the carrying 
value (December 31, 1996 - $81.7 million).

4.	Other Assets

	Amortization of deferred financing costs for the three month 
period ended March 31, 1997, was $1.8 million (1996 - $1.6 million), and 
is included in " Interest and financing costs, net ".

	Amortization of refinery maintenance turnaround costs for the 
three month period ended March 31, 1997, was $2.9 million (1996 - $3.6 
million).

<PAGE> 8

5.	Interest Expense and Finance Income, Net

	Interest and financing costs, net, consisted of the following:
<TABLE>
                                                 For the three months
                                                    ended March 31,
                                                 --------------------
                                                 1996           1997
                                                 ------        ------
<S>                                               <C>            <C>
        Interest expense                        $10,737        $10,641
        Financing costs                           1,615          1,753
        Interest income                          (2,273)        (3,920)
                                                --------        -------   
                                                 10,079          8,474
        Capitalized interest                       (228)          (422)
                                                --------       --------
          Interest and financing costs, net     $ 9,851        $ 8,052
                                                ========       ========

	Accrued interest payable at March 31, 1997, of $8.6 million 
(December 31, 1996 - $6.8 million) is included in "Accrued expenses and 
other".

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 month periods ended March 31, 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>
<TABLE>
                                                 For the three months
                                                    ended March 31,
                                                 --------------------
                                                 1996           1997
                                                 ------        ------
<S>                                               <C>            <C>
Financial Results:

Net sales and operating revenues               $1,140.2      $  999.0
Cost of sales                                   1,025.2         893.6
Operating expenses                                100.5         107.4
General and administrative expenses                14.0          14.9
Depreciation and amortization                      12.6          12.4
Interest and financing costs                       12.1          12.0
Interest and finance income                         2.3           3.9
                                                --------     ---------
Loss before income taxes                          (21.9)        (37.4)
Income tax benefit                                  8.3            --
                                                --------     ---------
Net loss                                        $ (13.6)     $  (37.4)
                                                ========     =========
Operating Income:

Pro forma refining contribution to
   operating income (a)                         $ (14.6)     $   29.8
Retail contribution to operating income             9.1           4.2
Corporate general and administrative expenses       3.3           3.9
                                                --------     ---------
                                                   (8.8)         30.1
Depreciation and amortization                                                                
                                                   12.6          12.4
Special items (a)                                   9.3         (47.0)
                                                --------     ---------
Operating loss                                   $(12.1)     $  (29.3)
                                                ========     =========
</TABLE>
(a) Special items are described in detail below.

	The Company reported a net loss of $37.4 million for the first 
quarter of 1997 as compared to a net loss of $13.6 million in the same 
period of 1996.  Excluding the effect of special items discussed below, 
first quarter operating contribution would have increased $38.9 million 
to $30.1 million in 1997 versus a loss of $8.8 million in 1996.  Special 
items reduced pre-tax earnings on a pro forma basis by $47.0 million in 
1997 as compared to a pre-tax gain of $9.3 million in the first quarter 
of 1996.  Unlike 1996, the Company did not record a tax provision 
benefit on its 1997 pretax loss due to its current tax loss carryforward 
position.  

        Special items associated with the estimated impact of a fall in
crude oil prices on feedstock costs and the Company's estimate of the
hypothetical cost of lost production associated with a major maintenance
turnaround reduced first quarter pre-tax earnings by $47.0 million on a
pro forma basis in 1997.  A decrease in crude oil prices of approximately $5.50
per barrel in the quarter had a negative impact on the Company's pretax
earnings of approximately $30.7 million, 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 gains of $9.3 million
in the first quarter because crude oil prices increased almost $2 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 $16.3
million on a pro forma basis.

<PAGE> 10

	Net sales and operating revenues decreased approximately 12% in the 
first quarter of 1997 as compared to the prior year.  This decrease was 
principally the result of the above mentioned crude oil price decline 
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
                                                         ended March 31,
                                                      --------------------
                                                      1996           1997
                                                      ------        ------
<S>                                                    <C>            <C>
                
Port Arthur Refinery
Crude oil throughput (m bbls/day)                      199.0         166.5
Production (m bbls/day)                                203.7         166.1

Pro forma gross margin ($/barrel of production) (a)  $  2.00       $  3.91
Operating expenses                                      38.7          43.1

Net margin including turnaround impact               $  (1.6)      $  15.4
Estimated turnaround impact (b)                           --          16.3
Pro forma net margin (b)                             $  (1.6)      $  31.7

Blue Island, Hartford and other refining
Crude oil throughput (m bbls/day)                      125.5         133.4
Production (m bbls/day)                                132.3         136.7

Pro forma gross margin ($/barrel of production) (a)  $  2.00       $  2.88
Operating expenses                                      31.5          32.0

Pro forma net margin                                           $  (7.4)      $   3.4
                                       
Divisional G & A expenses                                5.6           5.3
Pro forma contribution to earnings (b)               $ (14.6)      $  29.8

</TABLE>

(a)     Excludes the impact of the change in crude oil prices on feedstock
        costs.  Actual gross margin per barrel was as follows:
        Port Arthur, 1996 - $2.39; 1997 - $2.53.  Blue Island, Hartford and
        other refining, 1996 - $2.17; 1997 - $2.06.

(b)     Includes hypothetical cost of lost production at foregone margins
        during the period of the turnaround shutdown.

        On a pro forma basis, the refining division contributed $29.8
million to operating income in the first quarter of 1997 (1996 - loss 
of $14.6 million).  Excluding special items in both periods, pro forma 
refining contribution in the quarter increased $44.4 million versus 
1996.  Actual first quarter contribution was a loss of $17.2 million in 
1997 versus a loss of $5.3 million in 1996.  Midwest refining results 
improved despite a 5% decline in Midwest refining margin indicators.  
This improvement was principally due to improved yields and throughput 
and better crude oil quality differentials.  Crude oil quality 
differential indicators for sour crude oil improved from $0.81 per 
barrel to $2.19 per barrel and the discount for heavy sour crude oil 
improved from $4.33 per barrel to $6.35 per barrel from the first 
quarter of 1996 to the first quarter 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.  Results for the Port Arthur 
refinery were also buoyed by the strong crude oil quality 
differentials, a 17% improvement in Gulf Coast refining margin 
indicators and outstanding operating performance following the 
turnaround.

	Port Arthur refinery crude oil throughput and production in the first 
quarter of 1997 was reduced due to the planned maintenance turnaround.  
First quarter Midwest refining crude oil throughput and production 
increased over the prior year due to lower levels of routine maintenance 
in 1997.  Operating expenses were flat year over year in Midwest 
refining.  First quarter Port Arthur refinery operating expenses were 
$4.4 million 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.  Natural gas prices decreased in February 
and March of this year.

<PAGE> 11

Retail

Retail Division Operating Statistics:
(dollars in millions, except per gallon and per store data)
<TABLE>
                                                 For the three months
                                                    ended March 31,
                                                 --------------------
                                                 1996           1997
                                                 ------        ------
<S>                                               <C>            <C>
Gasoline volume (mm gals.)                       236.5          238.1
Gasoline gross margin (cents/gal)                 11.9           10.8
Gasoline gross margin                           $ 28.2         $ 25.8

Convenience product sales                       $ 58.5         $ 60.3
Convenience product margin and other income       14.5           16.4

Gain on asset sales                             $  1.8         $   --
Operating expenses                                30.3           32.3
Divisional G & A expenses                          5.1            5.7
Contribution to operating income                $  9.1         $  4.2

Per Month Per Store
Company operated stores (average)                  826            814
Gasoline volume (m gals.)                         95.4           98.2
Convenience product sales (m)                   $ 23.6         $ 24.7
Convenience product gross margin (m)            $  5.8         $  6.7

</TABLE>

	First quarter retail contribution to operating income of $4.2 
million was below the 1996 contribution ($9.1 million) because of a 
$1.8 million gain on the sale of stores in the prior year and weaker 
retail fuel margins in 1997.  Certain store operating measures did show 
improvement in 1997, including a 15% improvement in convenience product 
margins per store on nearly 5% higher sales.  Fuel volume on both an 
absolute and per store basis was also improved over 1996, despite a 
lower store count.  Fuel margins improved over one cent per gallon from 
a weak second half of 1996 trend, but were still one cent per gallon 
below year ago levels.  Retail margins have historically benefited when 
wholesale prices fall, but the benefit of a first quarter crude oil 
price decline was not fully realized because of a highly competitive 
retail market.  Operating expenses increased principally because of 
lease expenses and operating costs for larger stores acquired in the 
last year.  General and administrative expenses increased primarily
due to higher labor costs.


Other Financial Highlights

	Interest and financing costs, net for the first quarter 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 in late 1996 that 
was converted to cash.


Liquidity and Capital Resources

	Net cash used in operating activities, excluding working capital 
changes, for the first quarter of 1997 was $22.8 million compared to 
$8.7 million in the year-earlier period.  Working capital at March 31, 
1997 was $321.2 million, a 1.85 to 1 current ratio, versus $399.5 
million at December 31, 1996, a 2.00 to 1 current ratio.  Working 
capital at March 31, 1997 decreased from the end of the year because of 
the first quarter loss, a retail store acquisition that was financed 
with cash and the capital cost and related temporary working capital 
impact of the Port Arthur refinery maintenance turnaround.

<PAGE> 12

        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 March 31, 1997 was $400 
million and approximately $328 million of the facility was utilized for 
letters of credit.  There were no direct borrowings under the Company's 
line of credit at March 31, 1997.

	Cash flows used in investing activities in the first quarter of 1997, 
excluding short-term investment activities which management treats 
similar to cash and cash equivalents, was $56.8 million as compared to 
$7.3 million in the year-earlier period.  The higher investing 
activities in 1997 resulted principally from the Port Arthur refinery 
turnaround ($27.4 million) and the acquisition of 48 retail stores in 
Michigan ($18.6 million).  Refinery capital expenditures totaled $9.0 
million in the first three months of 1997 (1996 - $3.9 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 three months of 1997, excluding the Michigan 
acquisition, totaled $3.3 million (1996 - $3.4 million) and was 
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.


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.  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 of their minority interest in Clark USA.  Based upon such 
calculation, Clark USA believes no payment is required.  The Complaint 
disputes the method of calculation.  The AOC L.P. Contingent Payment is 
an amount which shall not exceed in the aggregate $33.9 million and is 
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.  

	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

                April 15 and 23, 1997 - Changes in Registrant's Certifying 
                Accountant
<PAGE> 13

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)


May 12, 1997