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 September 30, 1998

                                     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 November 6, 1998:  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 Subsidiaries (the "Company") as of September 30, 1998, 
and the related consolidated statements of earnings for the three and nine 
month periods then ended, and the consolidated statement of cash flows for the 
nine 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 such 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 nine 
months ended September 30, 1997 were reviewed by other accountants whose 
report dated October 17, 1997, except for Note 8 which was as of November 3, 
1997, 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.

We have previously audited, in accordance with generally accepted auditing 
standards, the consolidated balance sheet of the Company as of December 31, 
1997, and the related consolidated statements of earnings, stockholders' 
equity, and cash flows for the year then ended (not presented herein); and in 
our report dated February 6, 1998, we expressed an unqualified opinion on 
those consolidated financial statements.  In our opinion, the information set 
forth in the accompanying consolidated balance sheet as of December 31, 1997 
is fairly stated, in all material respects, in relation to the consolidated 
balance sheet from which it has been derived.




Deloitte & Touche LLP




St. Louis, Missouri
November 3, 1998

<PAGE> 3

                CLARK REFINING & MARKETING, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                  (dollars in millions, except share data)

<TABLE>
                                                             September 30,
                             Reference       December  31,        1998
                               Note              1997         (unaudited)
                             ---------       -------------    -------------
<S>                             <C>                <C>            <C>
     ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                   $  229.7        $  154.7 
   Short-term investments                          14.9            14.9 
   Accounts receivable                             92.9           231.5 
   Receivable from affiliates                       2.2             4.9 
   Inventories                     3              261.4           422.8 
   Prepaid expenses and other                      18.2            18.6
                                              ------------     ------------
                                                  619.3           847.4

PROPERTY, PLANT AND EQUIPMENT      2           $  575.6        $  764.6   
OTHER ASSETS                    4, 7               66.0            60.6 
                                              ------------     ------------
                                               $1,260.9        $1,672.6 
                                              ============     ============

   LIABILITIES AND STOCKHOLDER'S EQUITY


CURRENT LIABILITIES:
   Accounts payable                            $  219.0        $  342.9 
   Payable to affiliates                           14.8            16.0 
   Accrued expenses and other      5               69.7            67.2
   Accrued taxes other than income                 52.1            40.4
                                              ------------     ------------
      Total current liabilities                   355.6           466.5 


LONG-TERM DEBT                                    587.4           806.4 
OTHER LONG-TERM LIABILITIES                        57.0            59.5 
CONTINGENCIES                       8                --              -- 

STOCKHOLDER'S EQUITY:
   Common stock ($.01 par value per share;
     1,000 shares authorized and 100 shares
     issued and outstanding)                         --              -- 
   Paid-in capital                                249.2           239.7 
   Retained earnings (deficit)                     11.7           100.5
                                              ------------     ------------
           Total stockholder's equity             260.9           340.2
                                              ------------     ------------
                                               $1,260.9        $1,672.6 
                                              ============     ============
</TABLE>


        The accompanying notes are an integral part of these statements.


<PAGE> 3


                CLARK REFINING & MARKETING, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS
                             (Dollars in millions)
<TABLE>
 
                                                        For the three months
                                                         ended September 30,
                                                       ------------------------
                                        Reference         1997        1998
                                           Note        (unaudited) (unaudited)
                                        ----------     ------------ -----------
<S>                                         <C>             <C>        <C>
NET SALES AND OPERATING REVENUES                         $ 1,123.7  $1,141.3 


EXPENSES:                       
 Cost of sales                                              (916.7)   (951.6)
 Operating expenses                                         (107.5)   (120.8)
 General and administrative expenses                         (18.4)    (18.2)
 Depreciation                                                (11.0)    (10.7)
 Amortization                                4                (5.5)     (6.9)
 Recovery of inventory write-down to market  3                  --      20.5
                                                         ---------- ---------         
                                                          (1,059.1) (1,087.7)

GAIN ON SALE OF PIPELINE INTERESTS           7                  --      69.3 
                                                         ---------- ---------
OPERATING INCOME                                              64.6     122.9 

 Interest expense and finance income, net  4, 5               (8.8)    (13.6)
                                                         ---------- ---------
EARNINGS BEFORE INCOME TAXES                                  55.8     109.3 

 Income tax provision                        6                (4.7)       --
                                                         ---------- ---------
NET EARNINGS                                              $   51.1  $  109.3 
                                                         ========== =========

</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE> 4

              CLARK REFINING & MARKETING, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS
                            (dollars in millions)
<TABLE>
                                                     For the nine months
                                                      ended September 30,
                                                    -----------------------
                                     Reference         1997         1998
                                       Note         (unaudited) (unaudited)
                                     ---------      ----------- -----------
<S>                                     <C>            <C>         <C>

NET SALES AND OPERATING REVENUES                      $3,296.4   $2,942.4 

EXPENSES:

 Cost of sales                                        (2,791.4)  (2,435.4)
 Operating expenses                                     (319.0)    (339.0)
 General and administrative expenses                     (47.4)     (53.3)
 Depreciation                                            (30.2)     (30.4)
 Amortization                              4             (14.1)     (18.7)
 Inventory write-down to market            3                --      (10.4)
                                                    ----------- -----------
                                                      (3,202.1)  (2,887.2)
GAIN ON SALE OF PIPELINE INTERESTS         7                --       69.3 
                                                    ----------- -----------
OPERATING INCOME                                          94.3      124.5 

 Interest expense and finance income, net 4, 5           (26.3)     (35.6)
                                                    ----------- -----------
EARNINGS BEFORE INCOME TAXES                              68.0       88.9 

 Income tax provision                      6             (11.7)      (0.2)
                                                    ----------- -----------
NET EARNINGS                                         $    56.3   $   88.7
                                                    =========== ===========
</TABLE>



        The accompanying notes are an integral part of these statements.

<PAGE> 5

                CLARK REFINING & MARKETING, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (dollars in millions)
        
<TABLE>
                                                        For the nine months
                                                         ended September 30,
                                                       -----------------------
                                                          1997         1998
                                                       (unaudited) (unaudited)
                                                       ----------- -----------
<S>                                                       <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                          $  56.3    $  88.7 
   Adjustments:
    Depreciation                                            30.2       30.4 
    Amortization                                            19.4       20.3 
    Share of earnings of affiliates, net of dividends         --        0.4 
    Deferred income taxes                                   (0.7)        -- 
    Gain on sale of pipeline interests                        --      (69.3)
    Inventory write-down to market                            --       10.4
    Other                                                    0.7        3.1 
  Cash reinvested in working capital -                     
    Accounts receivable, prepaid expenses and other         70.4     (140.9)
    Inventories                                            (57.8)    (171.0)
    Accounts payable, accrued expenses, taxes other than   
     income and other                                      (79.3)     112.7
                                                        ----------- ----------
       Net cash provided by (used in)
          operating activities                              39.2     (115.2)
                                                        ----------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of short-term investments                        0.1         -- 
  Expenditures for property, plant and equipment           (54.0)     (62.3)
  Expenditures for turnaround                              (31.2)     (13.8)
  Refinery acquisition expenditures                           --     (177.7)
  Proceeds from disposals of property, plant and equipment   3.7       16.2 
  Proceeds from sale of pipeline interests                    --       76.4
                                                        ----------- ----------
           Net cash used in investing activities           (81.4)    (161.2)
                                                        ----------- ----------
  
CASH FLOWS FROM FINANCING ACTIVITIES:
  Long-term debt payments                                   (2.3)      (5.9)
  Proceeds from issuance of long-term debt                    --      224.7 
  Capital contribution returned                               --       (9.5)
  Deferred financing costs                                  (3.8)      (7.9)
                                                        ----------- ----------
           Net cash provided by (used in)
              financing activities                          (6.1)     201.4 
                                                        ----------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                  (48.3)     (75.0)
CASH AND CASH EQUIVALENTS, beginning of period             319.4      229.7
                                                        ----------- ----------
CASH AND CASH EQUIVALENTS, end of period                 $ 271.1     $154.7 
                                                        =========== ==========
</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 Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 1998
(tabular dollar amounts in millions of US dollars)

1.	Basis of Preparation 

	The unaudited consolidated balance sheet of Clark Refining & Marketing, 
Inc. and Subsidiaries (the "Company") as of September 30, 1998, and the 
related consolidated statements of earnings and of cash flows for the three 
and nine month periods ended September 30, 1997 and 1998, have been reviewed 
by independent accountants.  Clark Port Arthur Pipeline Company and Clark 
Investments, Inc. are 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.

	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, 
1997.

	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.

	The Company adopted Statement of Financial Accounting Standards ("SFAS") 
No. 130, Reporting Comprehensive Income, effective January 1, 1998, with no 
effect on the Company's financial statements for the three and nine month 
periods ending September 30, 1997 and 1998.


2.	Lima Refinery Acquisition

On August 10, 1998 the Company acquired British Petroleum's ("BP") 170,000 
barrel per day refinery and related terminal facilities located in Lima, Ohio 
(the "Lima Acquisition") for $175 million plus inventory of approximately $60 
million.  Clark funded the Lima Acquisition and related costs with cash on 
hand and the proceeds of a private placement to institutional investors of 
$110 million 8 5/8% Senior Notes due 2008 and a $115 million floating rate 
term loan due 2004 issued at LIBOR plus 275 basis points.

In connection with the financing of the Lima Acquisition, the Company's 
parent, Clark USA, Inc., received consents from the holders of its 10 7/8% 
Senior Notes and its 11 1/2% Cumulative Exchangeable Preferred Stock to permit 
the Company to increase the amount of its authorized working capital and 
letter of credit facility to the greater of $700 million or the amount 
available under a defined borrowing base, and to allow the incurrence of up to 
$250 million of additional indebtedness to fund the Lima Acquisition. 

Also in connection with the Lima Acquisition, the Company amended its 
working capital and letter of credit facility facility on August 10, 1998 to 
increase the facility to the lesser of $700 million or the amount of the 
borrowing base calculated with respect to the Company's cash, short-term 
investments, eligible receivables and hydrocarbon inventories, provided that 
direct borrowings are limited to the principal amount of $150 million.  
Borrowings under the credit agreement are secured by a lien on substantially 
all of the Company's cash and cash

<PAGE> 7

equivalents, receivables, crude oil and refined product inventories and
trademarks.  The amount available under the borrowing base associated with
such facility at September 30, 1998 was $565 million and approximately $252
million of the facility was utilized for letters of credit.  As of
September 30, 1998, there were no direct borrowings under the Credit Agreement.

	
3.	Inventories

	The carrying value of inventories consisted of the following:
        <TABLE>
                                              December 31,    September 30,
                                                  1997            1998
                                             ------------    -------------
        <S>                                      <C>              <C>

        Crude oil                               $ 86.2          $  190.9
        Refined and blendstocks                  156.6             218.4
        LIFO inventory value excess over market  (19.2)            (29.6)
        Convenience products                      22.4              18.9
        Warehouse stock and other                 15.4              24.2
                                             ------------    -------------
                                                $261.4          $  422.8
                                             ============    =============
</TABLE>

	The Company recorded a $20.5 million (1997-nil) recovery of a previous 
write-down of inventory carrying value to market for the three month period 
ended September 30, 1998.  For the nine months ended September 30, 1998, the 
Company recorded a net write-down of inventory carrying value to market of 
$10.4 million (1997 - nil).


4.	Other Assets

	Amortization of deferred financing costs for the three and nine month 
periods ended September 30, 1998 was $0.5 million (1997 - $1.8 million) and 
$1.3 million (1997 - $5.3 million), respectively, and was included in 
"Interest and finance costs, net ".

	Amortization of refinery maintenance turnaround costs for the three and 
nine month periods ended September 30, 1998 was $6.9 million (1997 - $5.5 
million) and $18.7 million (1997 - $14.1 million), respectively.


5.	Interest and Finance Costs, net

	Interest and finance costs, net, consisted of the following:
<TABLE>
                                 For the three months    For the nine months
                                  ended September 30,    ended September 30,
                                 ---------------------   -------------------
                                   1997        1998       1997         1998 
                                 ----------  ---------   ---------  --------
        <S>                         <C>         <C>         <C>        <C>
        Interest expense          $ 11.0      $ 16.1      $ 32.3     $ 43.0
        Financing costs              1.8         0.5         5.3        1.4
        Interest and finance income (3.6)       (2.3)      (10.3)      (7.1)
                                 ----------  ---------   ---------  --------
                                     9.2        14.3        27.3       37.3
        Capitalized interest        (0.4)       (0.7)       (1.0)      (1.7)
                                 ----------  ---------   ---------  --------
	   Interest and finance
                costs, net        $  8.8      $ 13.6      $ 26.3     $ 35.6
                                 ==========  =========   =========  ========
</TABLE>
	Cash paid for interest expense for the three and nine month periods ended 
September 30, 1998 was $12.0 million (1997 - $9.2 million) and $38.7 million 
(1997 - $30.6 million).  Accrued interest payable at September 30, 1998 of 
$13.0 million (December 31, 1997 - $8.7 million) was included in "Accrued 
expenses and other".

<PAGE> 8



6.	Income Taxes 

	The Company made net cash tax payments for the three and nine month periods 
ended September 30, 1998 of $0.1 million (1997 - $0.5 million) and $1.0 
million (1997 -$1.3 million), respectively.


7.	Sale of Pipeline Interests

During the three month period ended September 30, 1998, the Company sold 
its minority interests in Chicap Pipeline Company, Southcap Pipeline Company, 
Westshore Pipeline Company and Wolverine Pipeline Company for net proceeds of 
$76.4 million that resulted in an after-tax book gain of $69.3 million.

8.	Contingencies 

	The Company 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, the Company 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. 

9.	Accounting Standards Not Yet Adopted

In June 1997, the Financial Accounting Standards Board ("FASB") issued 
Statement of Financial Accounting Standard ("SFAS") No. 131, "Disclosures 
about Segments of an Enterprise and Related Information."  This statement 
establishes new standards for reporting information about operating segments 
in annual financial statements and requires selected operating segment 
information to be reported in interim financial reports issued to 
shareholders.  It also establishes standards for related disclosures about 
products and services, geographic areas and major customers.  This statement 
becomes effective for the Company's financial statements beginning with the 
year ended December 31, 1998 at which time restatement of prior period segment 
information presented for comparative purposes is required.  Interim period 
information is not required until the second year of application, at which 
time comparative information is required.

In June 1998, the FASB adopted SFAS No. 133, "Accounting for Derivative 
Instruments and Hedging Activities."  This statement establishes accounting 
and reporting standards for derivative instruments, including certain 
derivative instruments embedded in other contracts, and for hedging 
activities.  This statement becomes effective for all fiscal quarters of all 
fiscal years beginning after June 15, 1999. The Company is currently 
evaluating this new standard, the impact it may have on the Company's 
accounting and reporting, and planning for when to adopt the standard.

<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 nine month periods ended September 30, 1997 and 
1998.  All dollar amounts listed are in millions.  The tables provide 
supplementary data and are not intended to represent an income statement 
presented in accordance with generally accepted accounting principles.

Financial Results:
<TABLE>
                                For the three months     For the nine months
                                 ended September 30,     ended  September 30,
                                --------------------    ---------------------
                                  1997        1998        1997         1998
                                ---------- ---------    ----------- ---------
<S>                                 <C>        <C>          <C>        <C>
Operating Income:

Refining contribution to
   operating income             $  71.8    $  21.0      $  157.7     $ 110.5
Retail contribution to
   operating income                 8.0       12.2          18.1        21.1
Corporate general and
   administrative expenses         (5.1)      (4.9)        (12.5)      (14.8)
                                ---------- ---------    ----------- ---------
        Operating Contribution     74.7       28.3         163.3       116.8
Inventory timing adjustment gain
   (loss) (a)                       6.4       22.4         (24.7)       (2.1)
Inventory recovery (write-down)
   to market                         --       20.5            --       (10.4)
Gain on sale of pipeline interests   --       69.3            --        69.3
Depreciation and amortization     (16.5)     (17.6)        (44.3)      (49.1)
                                ---------- ---------    ----------- ---------
        Operating income        $  64.6    $ 122.9       $  94.3     $ 124.5
                                ========== =========    =========== =========
</TABLE>

(a)	Includes adjustments to inventory costs caused by timing differences 
between when crude oil is actually purchased and refined products are 
actually sold, and a daily "market in, market out" operations measurement 
methodology for the refining division.

	The Company recorded net earnings of $109.3 million for the three months 
ended September 30, 1998 which compared to net earnings of $51.1 million in the 
third quarter of 1997.  Net earnings this quarter included a $69.3 million 
after-tax gain on the sale of minority pipeline interests and $42.9 million of 
inventory-related gains.  Operating Contribution (earnings before interest, 
depreciation, amortization, inventory-related items, and the gain on the sale 
of the minority pipeline interests) of $28.3 million for the third quarter of 
1998 was below the record $74.7 million achieved in the third quarter of 1997 
principally due to industry refining margins being much weaker this year.  For 
the nine months ended September 30, 1998, net earnings were $88.7 million 
compared to $56.3 million in the first nine months of 1997.  Operating 
Contribution for the nine months ended September 30, 1998 was $116.8 million 
compared to $163.3 million for the same period of 1997.

	An increase in petroleum prices of approximately $2 per barrel in the third 
quarter of 1998 resulted in inventory-related gains of $42.9 million in 
operating income, of which $20.5 million was a non-realized recovery of a 
previous write-down of inventory carrying costs to current market value.  
Petroleum prices as of September 30, 1998 were still over $1 per barrel below 
1997 year-end prices and as a result inventory-related losses in operating 
income for the first nine months of 1998 were $12.5 million, of which $10.4 
million was a non-realized inventory-accounting charge.  If future petroleum 
prices decrease, the Company believes it may result in further inventory-
related charges, while if they increase, the Company may record further 
inventory-related gains.

<PAGE> 10

	Net sales and operating revenues increased approximately 2% in the three 
months ended September 30, 1998 as compared to the same period of 1997.  This 
was due to increased sales volumes resulting from the acquisition of the Lima 
refinery on August 10, 1998.  The increased volume offset the impact of lower 
worldwide petroleum prices in the current year which reduced both sales and 
cost of goods sold and resulted in sales and operating revenues for the nine 
months ended September 30, 1998 that were approximately 12% below 1997 levels.

Refining

Refining Division Operating Statistics: 
(dollars in millions, except per barrel data)    
<TABLE>
                                     For the three months   For the nine months
                                      ended September 30,   ended  September 30,
                                     --------------------  --------------------
                                       1997        1998      1997        1998
                                     ---------- ---------  ---------- ---------
<S>                                    <C>        <C>        <C>        <C>
Port Arthur Refinery
 Crude oil throughput (m bbls/day)     218.3      223.6      201.3      226.3
 Production (m bbls/day)               228.2      219.9      208.5      226.7
 Gross margin ($/barrel of production)$ 4.40     $ 3.12    $  4.14     $ 3.71
 Gulf Coast 3/2/1 crack spread
  ($/barrel)                            4.19       1.99       3.53       2.63
 Operating expenses                    (43.4)     (44.9)    (127.1)    (132.9)
 Net margin                           $ 49.0     $ 18.2    $ 108.7     $ 96.7

Midwest Refining and Other                               
 Crude oil throughput (m bbls/day)     136.0      221.6      135.6      153.4
 Production (m bbls/day)               141.6      216.0      141.4      152.7
 Gross margin ($/barrel of production)$ 4.54     $ 2.74    $  4.13     $ 3.44
 Chicago 3/2/1 crack spread ($/barrel)  4.96       3.30       4.53       3.68
 Operating expenses                    (29.3)     (44.0)     (92.6)    (108.2)
 Net margin                           $ 29.8     $ 10.5    $  66.6     $ 35.2

Divisional G & A expenses               (7.0)      (7.7)     (17.6)     (21.4)
                                     ---------- ---------  ---------- --------
Refining contribution to
   operating income                   $ 71.8     $ 21.0    $ 157.7     $110.5
                                     ========== =========  ========== ========
</TABLE>

	Refining division contribution to operating income of $21.0 million in the 
third quarter of 1998 was below year-ago levels of $71.8 million principally 
due to lower industry refining margins.  Similarly, contribution to operating 
income of $110.5 million for the nine months ended September 30, 1998 was also 
lower than the $157.7 million recorded in the first nine months of 1997.  
Industry margin indicators for the Gulf Coast and Chicago markets were down 
over 50% and 30%, respectively, in the third quarter, and approximately 25% 
and 20%, respectively, for the nine month period, as compared to the same 
periods of 1997.  A warmer-than-normal 1997-1998 winter and the Asian 
financial crisis reduced world-wide demand, and when combined with high 
industry inventory levels, resulted in ample supply and a squeeze on light 
products margins.  Prior year results benefited from unplanned downtime in the 
U.S. and Europe.

	Crude oil throughput, production and operating expenses in the Company's 
Midwest refineries were higher in the third quarter and first nine months of 
1998 principally because of the addition of the Lima refinery in mid-August.  
However, because of the weak margin environment and the short period of 
operation, the Lima refinery only provided a nominal contribution to net 
margin.  Net margin at the Company's Midwest refineries was reduced by 
approximately $10 million in the first nine months of 1998 relative to 1997 
principally due to increased scheduled downtime.  Conversely, the Port Arthur 
refinery benefited in 1998 from less scheduled downtime than 1997 which 
improved its net margin by approximately $14 million.  This was principally 
due to a large maintenance turnaround at the Port Arthur refinery in 1997 and 
maintenance turnarounds at the Blue Island refinery in 1998.  During the 
spring Blue Island refinery turnaround, improvements were made to the 
refinery's vacuum unit that are designed to upgrade approximately 2,000 
barrels per day of asphalt-type material to diesel fuel.  Divisional general 
and administrative expenses increased principally because of increased 
employee placement costs and the timing of incentive compensation accruals.

<PAGE> 11

Retail

Retail Division Operating Statistics:  
(dollars in millions, except per gallon and per store data)     
<TABLE>
                                     For the three months   For the nine months
                                      ended September 30,   ended  September 30,
                                     --------------------  --------------------
                                       1997        1998      1997        1998
                                     ---------- ---------  ---------- ---------
<S>                                    <C>        <C>        <C>        <C>
Core Market Stores
  Gasoline volume (mm gals.)           238.9      225.7      673.6      676.8
  Gasoline gross margin (cents/gal)     10.5       13.2       10.3       11.3
  Gasoline gross margin              $  25.1    $  29.9    $  69.5    $  76.8
  Convenience product sales             67.8       75.9      183.3      205.7
  Convenience product margin and
     other income                       17.7       19.3       48.1       53.7
  Operating expenses                   (30.3)     (31.2)     (85.4)     (92.1)
  Divisional G & A expenses             (6.3)      (5.6)     (17.3)     (17.1)
                                     ---------- ---------  ---------- ---------
Core market store contribution       $   6.2    $  12.4    $  14.9     $ 21.3

Non-core stores and other                1.8       (0.2)       3.2       (0.2)
                                     ---------- ---------  ---------- ---------
Retail contribution to
   operating income                  $   8.0    $  12.2    $  18.1     $ 21.1
                                     ========== =========  ========== =========

Core Market Stores - Per Month Per Store
  Company operated stores (average) (a)  670        673        665        670
  Gasoline volume (m gals.)            120.7      113.2      113.9      113.8
  Convenience product sales
        (thousands)                  $  33.7    $  37.7    $  30.6     $ 34.1
  Convenience product gross margin
        (thousands)                      8.8        9.6        8.0        8.9

</TABLE>

(a)  Nine stores were operated as convenience stores only.

	Retail contribution to operating income from core market stores of $12.2 
million in the third quarter of 1998 was nearly double that of the same 
period in 1997 as earnings benefited from declining wholesale prices early in 
the quarter and continued strong contribution from convenience product sales.  
Total retail contribution was also improved and resulted in the best 
quarterly retail contribution since 1995.  During the third quarter of 1998 
the Company focused its fuel pricing strategy on generating gross margins, 
albeit with some sacrifice of volume.  Non-core stores and other contribution 
has decreased versus 1997 since the Company has sold over 120 non-core stores 
principally to Clark branded marketers in 1998.  As of June 30, 1998, the 
Company's program to reposition its assets in non-core markets was 
substantially complete.

Other Financial Highlights

	Corporate general and administrative expenses increased in the first nine 
months of 1998 over the comparable period in 1997 principally because of 
increased consulting services and increased information services costs related 
to year 2000 remediation and upgrades.

	The Company operates many computer programs that use only two digits to 
identify a year.  If these programs are not modified or replaced by the year 
2000, such applications and embedded systems could fail or create erroneous 
results.  Some applications and embedded systems have already been replaced or 
modified.  The Company has hired outside consultants to assist it in 
evaluating the scope of the remaining required program conversions or 
replacements.  The Company has expended $0.8 million through September 30, 
1998 and estimates the cost of such remaining program conversions or 
replacements to be approximately $5 million to $10 million, and estimates 
completion by June 30, 1999.  Such costs will be expensed as incurred and 
funded from operations.  The Company reviews the progress of its year 2000 
program weekly and if it is determined that any item is falling behind 
schedule the Company has, or will, identify an alternative remediation or 
replacement approach.

	In addition, the Company is communicating, and evaluating the systems of 
its customers, suppliers, financial institutions and other with which it does 
business to identify any year 2000 issues.  Presently, the Company does not 
anticipate that the year 2000 problem will have a material adverse effect on 
the operations or financial performance of the Company.  There can be no 
assurance, however, that the year 2000 problem will not adversely affect the 
Company and its business.  Likewise, there can be no assurance that the 
Company's customers, suppliers, financial institutions, and others will be 
year 2000 compliant.

<PAGE> 12

	Interest and finance costs, net for the three and nine months ended 
September 30, 1998 increased over the comparable periods in 1997 principally 
because of the addition of the 8 7/8% Senior Subordinated Notes, due 2007 in 
late 1997.  This increase was only partially offset by reduced borrowing rates 
and reduced deferred financing cost amortization resulting from the Company's 
other financing activities in late 1997.  On August 10, 1998, the Company 
issued $110 million of 8 5/8% Senior Notes and increased borrowings by $115 
million under a floating rate term loan at LIBOR plus 275 basis points to fund 
the acquisition of the Lima refinery.

	Depreciation and amortization expense increased in the three and nine 
months ended September 30, 1998 over the comparable periods in 1997 
principally because of higher amortization related to maintenance turnarounds 
performed in 1997 and 1998.

Liquidity and Capital Resources

	Net cash provided by operating activities, excluding working capital 
changes, for the nine months ended September 30, 1998 was $84.0 million 
compared to $105.9 million in the year-earlier period.  Working capital as of 
September 30, 1998 was $380.9 million, a 1.82-to-1 current ratio, versus 
$263.7 million as of December 31, 1997, a 1.74-to-1 current ratio.  Total 
working capital increased in the first nine months of 1998 principally due to 
cash generated from the sale of the minority pipeline interests and the 
acquisition of the Lima refinery's working capital, which was financed 
principally with long-term debt.  However, the Company believes its cash 
balance was below what it considered a normalized level at quarter-end.  This 
was due to a investment of over $50 million in non-cash working capital due to 
temporary operational changes, and transitional issues related to the Lima 
refinery acquisition.

	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 credit agreement (the "Credit Agreement") which 
provides for borrowings and the issuance of letters of credit.  In connection 
with the acquisition of the Lima refinery, the Credit Agreement was amended on 
August 10, 1998 to increase the facility to the lesser of $700 million or the 
amount of the borrowing base calculated with respect to the Company's cash, 
short-term investments, eligible receivables and hydrocarbon inventories, 
provided that direct borrowings are limited to the principal amount of $150 
million.  Borrowings under the Credit Agreement are secured by a lien on 
substantially all of the Company's cash and cash equivalents, receivables, 
crude oil and refined product inventories and trademarks.  The amount 
available under the borrowing base associated with such facility at September 
30, 1998 was $565 million and approximately $252 million of the facility was 
utilized for letters of credit.  As of September 30, 1998, there were no 
direct borrowings under the Credit Agreement.

	On August 10, 1998, the Company acquired British Petroleum's ("BP") 170,000 
barrel per day refinery and related terminals located in Lima, Ohio for $175 
million plus inventory of approximately $60 million.  From 1991 to 1997 the 
Company believes BP invested an aggregate of approximately $212 million in the 
Lima refinery.  Based on the Company's due diligence, it expects mandatory 
capital expenditures for the Lima refinery to average approximately $20 
million per year for the period from 1999 to 2002 and turnaround expenditures 
to cost approximately $30 million once every five years.  The Lima Refinery is 
scheduled to have the first such major maintenance turnaround in 1999.  The 
Company expects cash flows from the Lima Refinery to be adequate to cover 
incremental financing and mandatory capital and turnaround costs.

	In 1997, the Company determined that its minority interests in Westshore 
Pipeline Company, Wolverine Pipeline Company, Chicap Pipeline Company and 
Southcap Pipeline Company were not strategic since the Company's shipping 
rights were assured due to the pipelines' operation as common carrier 
pipelines and the Company's historical throughput on such pipelines.  During 
the third quarter of 1998, the Company sold its interests in these pipelines 
for net proceeds of $76.4 million.  The above referenced pipelines contributed 
approximately $8 million of dividends to the Company for the year ended 
December 31, 1997.

<PAGE> 13

	Cash flows used in investing activities in the first nine months of 1998 
were $161.2 million as compared to $81.4 million in the year-earlier period.  
Cash flows used in investing activities in 1998 were reduced by proceeds of 
$76.4 million from the sale of the minority pipeline interests and $16.2 
million from the sale of certain non-core retail stores.  The higher net 
investing activities in 1998 resulted principally from the acquisition of the 
Lima refinery.  Refinery expenditures for property, plant and equipment 
totaled $42.6 million in the first nine months of 1998 (1997 - $17.6 million) 
principally related to (i) a project to upgrade the Port Arthur refinery to 
allow it to process up to 80% heavy, sour crude, (ii) a project to increase 
the throughput of Canadian heavy, sour crude oil at the Hartford refinery, 
(iii) a project to upgrade vacuum tower bottoms at the Blue Island refinery 
and (iv) various mandatory expenditures at the Port Arthur refinery.  Retail 
expenditures for property, plant and equipment for the first nine months of 
1997 included $21.0 million for the acquisition and subsequent image 
conversion of 48 retail stores in Michigan.  In 1998, retail expenditures 
totaled $16.2 million versus $13.9 million, excluding the Michigan 
acquisition, in 1997 and were principally for underground storage tank-related 
work.  As of September 30, 1998, the Company was substantially complete with 
its program, which will still require some on-going expenditures, to comply 
with the EPA's pending December 1998 underground storage tank regulations.  
Turnaround expenditures in the first nine months of 1998 related to Blue 
Island refinery turnarounds and to a Port Arthur refinery turnaround scheduled 
for early 1999, while 1997 turnaround expenditures were principally related to 
the Port Arthur refinery.

	In March 1998, the Company announced that it had entered into a long-term 
crude oil supply agreement with P.M.I. Comercio Internacional, S.A. de C.V., 
an affiliate of Petroleos Mexicanos, the Mexican state oil company.  The 
contract provided the Company with the foundation necessary to continue 
developing a project to upgrade its Port Arthur, Texas refinery to process 
primarily lower-cost, heavy sour crude oil.  The project is expected to cost 
$600-$700 million and include the construction of additional coking and 
hydrocracking capability, and the expansion of crude unit capacity to 
approximately 250,000 barrels per day.  The Company has begun entering into 
purchase orders, some of which contain cancellation penalties and provisions, 
for material, equipment and services related to this project.  As of 
September 30, 1998, non-cancelable amounts of approximately $30 million had 
accumulated under these purchase orders.  Additional purchase orders and 
commitments are expected to be made during the rest of 1998 and into 1999.  
The Company plans to initially fund expenditures related to this project with 
existing liquidity, but expects to seek additional debt or equity financing 
in 1999.

	Cash flows provided by financing activities for first nine months of 1998 
increased as compared to the same period in 1997 principally because of the 
financing of the acquisition of the Lima refinery.  The Company funded the 
acquisition of the Lima refinery and related costs with cash on hand and the 
proceeds of a private placement to institutional investors of $110 million 8 
5/8% Senior Notes due 2008 and a $115 million floating rate term loan due 
2004.

	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, excluding the Port Arthur heavy sour crude oil 
upgrade project which the Company expects to finance in the first half of 
1999.  Future working capital investments, discretionary or non-discretionary 
capital expenditures, or acquisitions may require additional debt or equity 
financing.

<PAGE> 14

PART II - OTHER INFORMATION

ITEM 6 - Exhibits and Reports on Form 8-K

	(a)	Exhibits

		Exhibit 27.0 - Financial Data Schedule

	(b)	Reports on Form 8-K

	August 24, 1998, Item 2 Acquisition of Assets and Item 7 Financial 
Statements, Pro Forma Information and Exhibits - Acquisition and 
financing of British Petroleum's Lima, Ohio refinery and related 
agreements.

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)

November 13, 1998