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):  November 21, 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 November 30, 1997, Clark Refining & Marketing, Inc. (the 
"Company") dismissed Price Waterhouse LLP ("PW") as its independent 
accountant previously engaged to audit its financial statements. 
Effective December 1, 1997, Deloitte & Touche LLP ("Deloitte") was 
engaged as the Company's independent accountant to audit its financial 
statements.  PW had not issued a report on the Company's financial 
statements.  The change of independent accountants was due to the 
November 3, 1997 acquisition of a majority interest in the Company's 
parent, Clark USA, Inc. ("Clark USA"), by an affiliate of Blackstone 
Capital Partners III Merchant Banking Fund L.P. which had a historical 
relationship with Deloitte.  This change was approved by the Company's 
Board of Directors.

	There were no disagreements as contemplated by Item 304 (a)(1)(iv) 
of Regulation S-K during the two most recent fiscal years and subsequent 
interim periods preceding the dismissal of PW.  PW has been authorized 
to fully respond to any inquiries from Deloitte.

	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 
Deloitte 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.

	Deloitte was given the opportunity to review the disclosures in Item 
4 of this Form 8-K.  The Company has requested PW furnish it with a 
letter addressed to the SEC stating whether or not it agrees with the 
above statements.  A copy of such letter, dated December 3, 1997, is 
filed as Exhibit 16 to this Form 8-K.

Item 5.	Other Events

On November 21, 1997, the Company issued in a private placement to 
institutional investors $100 million (issued at 99.266%) of 8 3/8% 
Senior Notes Due 2007 and $175 million (issued at 99.281%) of 8 7/8% 
Senior Subordinated Notes Due 2007 (the "Notes").  The Notes are not 
callable in the first five years, but up to 35% of the aggregate 
principal amount may be repurchased at a redemption price of 108.375% 
of the principal amount with the proceeds from certain equity 
offerings.

The Company also borrowed $125 million under a floating rate term 
loan agreement expiring 2004.  Twenty-five percent of the principal 
outstanding must be paid in 2003.  The floating rate term loan is a 
senior unsecured obligation of the Company and bears interest at the 
LIBOR Rate (as defined in the Loan Agreement) plus a margin of 275 
basis points.  The loan may be repaid in whole or in part at any time 
at a redemption price of 102.50% of the principal amount in the first 
year, 101.25% of the principal amount in the second year and at 100% of 
the principal amount thereafter.

Proceeds from the above financings will be used for general 
corporate purposes and to redeem on December 24, 1997 all $225 million 
of the Company's outstanding 10 1/2% Senior Notes Due 2001.  The 
redemption price will be 102 5/8% plus accrued interest, or $1,032.96 
for each $1,000 principal amount of the notes outstanding.

	The Notes were not registered under the Securities Act of 1933, 
as amended, and may not be offered or sold in the U.S. absent 
registration or an applicable exemption from registration requirements.

Separately, on November 21, 1997 Clark USA repurchased for $206.6 
million, $259.2 million (value at maturity) of notes tendered under a 
recent tender offer for its $263.7 million (value at maturity) 
outstanding Senior Secured Zero Coupon Notes Due 2000.  To facilitate 
the repurchase, the Company returned capital of $215 million to Clark 
USA.

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EXHIBIT INDEX


16.1	Letter from Price Waterhouse LLP dated December 3, 1997.

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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:  December 4, 1997	CLARK REFINING & MARKETING, INC.




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