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, 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 November 7, 1997:  100, all of which were owned by 
Clark USA, Inc.

<PAGE>2



REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of 
Clark Refining & Marketing, Inc.:


We have reviewed the accompanying consolidated balance sheet of Clark 
Refining & Marketing, Inc. and its subsidiary as of September 30, 1997, 
and the related consolidated statements of earnings for the three and 
nine months then ended and the 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 the accompanying 1997 consolidated financial 
statements for them to be in conformity with generally accepted 
accounting principles. 

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

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



                                                 Price Waterhouse LLP



St. Louis, Missouri 
October 17, 1997, except 
for Note 8 which is as of 
November 3, 1997

 
 
<PAGE> 3 

                CLARK REFINING & MARKETING, INC. AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS
            (Unaudited, dollars in thousands except per share data)
<TABLE>
                                Reference    December 31,    September 30,
      ASSETS                       Note         1996             1997
                                 ---------   ------------    ------------
<S>                                <C>             <C>             <C>
CURRENT ASSETS:
   Cash and cash equivalents                 $   319,378        $271,112 
   Short-term investments                         14,881          14,818 
   Accounts receivable                           171,733         109,462 
   Inventories                       2           277,095         335,216 
   Prepaid expenses and other                     15,411          17,830
                                              ----------      ----------
          Total current assets                   798,498         748,438 

PROPERTY, PLANT AND EQUIPMENT                    555,691         572,765 
OTHER ASSETS                         3            39,131          54,729
                                              ----------      ----------
                                              $1,393,320      $1,375,932
                                              ==========      ==========

        LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
   Accounts payable                  5        $  303,141      $  230,605 
   Accrued expenses and other      4, 5           49,384          51,011 
   Accrued taxes other than income                46,484          45,030
                                              ----------      ----------
         Total current liabilities               399,009         326,646 


LONG-TERM DEBT                                   417,606         415,296 
DEFERRED INCOME TAXES                                802             128 
OTHER LONG-TERM LIABILITIES                       41,774          43,362 
CONTINGENCIES                        6                --              -- 

STOCKHOLDER'S EQUITY:
   Common stock ($.01 par value per share;
   1,000 shares authorized and 
   100 shares issued and outstanding)                 --              -- 
   Paid-in capital                               464,210         464,210 
   Retained earnings                              69,919         126,290
                                              ----------      ----------
           Total stockholder's equity            534,129         590,500
                                              ----------      ----------
                                              $1,393,320      $1,375,932 
                                              ==========      ==========
</TABLE>

       The accompanying notes are an integral part of these statements.

<PAGE> 4

                CLARK REFINING & MARKETING, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF EARNINGS
                        (Unaudited, dollars in thousands)
<TABLE>
                                                For the three months
                                Reference       ended September 30,
                                  Note          1996           1997
                                ---------     -----------   -----------
<S>                               <C>             <C>            <C>
NET SALES AND OPERATING REVENUES               $ 1,249,468  $ 1,123,629 

EXPENSES:
        Cost of sales                           (1,121,246)    (916,697)
        Operating expenses                        (104,602)    (107,450)
        General and administrative expenses        (15,541)     (18,368)
        Depreciation                                (9,870)     (11,013)
        Amortization                 3              (2,509)      (5,529)
                                                -----------  -----------    
                                                (1,253,768)  (1,059,057)
                                                -----------  -----------    

OPERATING INCOME (LOSS)                             (4,300)      64,572 

Interest and financing costs, net   3, 4           (10,746)      (8,708)
                                                -----------  -----------    
EARNINGS (LOSS) BEFORE INCOME TAXES                (15,046)      55,864 

        Income tax benefit (provision)               5,718       (4,697)
                                                -----------  -----------    
NET EARNINGS (LOSS)                             $   (9,328)  $   51,167 
                                                ===========  ===========
</TABLE>

        The accompanying notes are in integral part of these statements.

<PAGE> 5

                CLARK REFINING & MARKETING, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF EARNINGS
                         (Unaudited, dollars in thousands)

<TABLE>
                                                For the nine months
                                Reference       ended September 30,
                                  Note          1996           1997
                                ---------     -----------   -----------
<S>                               <C>             <C>            <C>
NET SALES AND OPERATING REVENUES              $ 3,724,393   $ 3,296,367 

EXPENSES:
        Cost of sales                          (3,346,318)   (2,791,363)
        Operating expenses                       (304,559)     (319,001)
        General and administrative expenses       (43,954)      (47,393)
        Depreciation                              (28,134)      (30,249)
        Amortization                3              (8,835)      (14,095)
                                               -----------   -----------
                                               (3,731,800)   (3,202,101)
                                               -----------   -----------

OPERATING INCOME (LOSS)                            (7,407)       94,266 

        Interest and financing
           costs, net,             3,4            (31,177)      (26,240)
                                               -----------   -----------
EARNINGS (LOSS) BEFORE INCOME TAXES               (38,584)       68,026 

        Income tax benefit (provision)             14,662       (11,697)
                                               -----------   -----------
NET EARNINGS (LOSS)                            $  (23,922)   $   56,329
                                               ===========   ===========
</TABLE>

        The accompanying notes are integral part of these statements.

<PAGE> 6

                CLARK REFINING & MARKETING, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (Unaudited, dollars in thousands)
<TABLE>
                                                 For the nine months
                                                 ended September 30,
                                                    1996       1997
                                                 ----------  --------
<S>                                                  <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings (loss)                            $ (23,922)  $ 56,329 
  Adjustments:
       Depreciation                                 28,134     30,249 
       Amortization                                 13,898     19,442 
       Share of earnings of affiliates,
          net of dividends                            (139)      (103)
       Deferred income taxes                       (14,965)      (700)
       Other, net                                     (617)       655 

  Cash provided by (reinvested in) working capital -
       Accounts receivable, prepaid expenses
          and other                                 10,467     70,425 
       Inventories                                   5,252    (57,847)
       Accounts payable, accrued expenses,
          taxes other than income and other        (48,450)   (79,234)
                                                  ----------  --------
         Net cash provided by (used in)
         operating activities                      (30,342)    39,216
                                                  ----------  --------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of short-term investments                   85        131 
  Sales of short-term investments                   19,000         -- 
  Expenditures for property, plant and equipment   (23,327)   (53,999)
  Expenditures for turnaround                       (7,174)   (31,230)
  Proceeds from disposals of property, plant
     and equipment                                   3,890      3,691
                                                  ----------  --------
       Net cash used in investing activities        (7,526)   (81,407)
                                                  ----------  --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Long-term debt payments                           (3,253)    (2,310)
  Capital contribution                              33,600         --
  Deferred financing costs                            (317)    (3,765)
                                                  ----------  --------
       Net cash provided by (used in)
          financing activities                      30,030     (6,075)
                                                  ----------  --------
NET DECREASE IN CASH AND CASH EQUIVALENTS           (7,838)   (48,266)
CASH AND CASH EQUIVALENTS, beginning of period      60,477    319,378
                                                  ----------  --------
CASH AND CASH EQUIVALENTS, end of period          $ 52,639   $271,112
                                                  ========== =========
</TABLE>

        The accompanying notes are an integral part of these statements.
 
<PAGE> 7

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

Clark Refining & Marketing, Inc. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 1997
(unaudited, 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 September 30, 1997, 
and the related consolidated statements of earnings and cash flows for 
the three and nine month periods ended September 30, 1996 and 1997, have 
been reviewed by independent accountants.  Clark Port Arthur Pipeline 
Company is included in the consolidated results of the Company.  In the 
opinion of the management of the Company, all adjustments (consisting 
only of normal recurring adjustments) necessary for a fair presentation 
of the financial statements have been included therein.  The results of 
this interim period are not necessarily indicative of results for the 
entire year.

	Certain reclassifications have been made to the operating and general 
and administrative expenses in the 1996 financial statements to conform 
to current year presentation.

	The financial statements have been prepared in accordance with the 
instructions to Form 10-Q.  Accordingly, certain information and 
disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been 
condensed or omitted.  These unaudited financial statements should be 
read in conjunction with the audited financial statements and notes 
thereto for the year ended December 31, 1996.

	The Company's earnings and cash flow from operations are primarily 
dependent upon processing crude oil and selling quantities of refined 
petroleum products at margins sufficient to cover operating expenses.  
Crude oil and refined petroleum products are commodities, and factors 
largely out of the Company's control can cause prices to vary, in a wide 
range, over a short period of time.  This potential margin volatility 
can have a material effect on financial position, current period 
earnings and cash flow.


2.	Inventories

	The carrying value of inventories consisted of the following:
<TABLE>
                                         December 31,    September 30,
                                             1996            1997
                                         ------------    ------------
       <S>                                    <C>             <C>
       Crude oil                         $   105,786     $  108,574
       Refined and blendstocks               136,747        186,275
       Convenience products                   17,643         22,899
       Warehouse stock and other              16,919         17,468
                                         ------------    ------------
                                         $   277,095     $  335,216
                                         ============     ===========
</TABLE>


	The market value of the crude oil and refined product inventories at 
September 30, 1997, was approximately $35.0 million above the carrying 
value (December 31, 1996 - $81.7 million).

<PAGE> 8

3.	Other Assets

	Amortization of deferred financing costs for the three and nine month 
periods ended September 30, 1997, was $1.8 million (1996 - $1.6 million) 
and $5.3 million (1996 - $4.9 million) respectively, and was included in 
"Interest and financing costs, net".

	Amortization of refinery maintenance turnaround costs for the three 
and nine month periods ended September 30, 1997, was $5.5 million (1996 
- $2.5 million) and $14.1 million (1996 - $8.8 million), respectively.


4.	Interest and Financing Costs, Net

	Interest and financing costs, net, consisted of the following:
<TABLE>
                                For the three months    For the nine months
                                  ended September 30,     ended September 30, 
                                  1996         1997       1996          1997
                                ----------  ---------   ---------    --------
<S>                                <C>          <C>         <C>          <C>
        Interest expense         $10,633     $10,884      $32,207     $32,281
        Financing costs            1,649       1,778        4,922       5,285
        Interest income           (1,250)     (3,629)      (5,198)    (10,354)
                                 ----------  ---------   ---------    --------
                                  11,032       9,033       31,931      27,212
        Capitalized interest        (286)       (325)        (754)       (972)
                                 ----------  ---------   ---------    --------
                                 $10,746      $8,708      $31,177      $26,240
                                 ==========   ========    ========    ========
</TABLE>

	Accrued interest payable at September 30, 1997, of $8.6 million 
(December 31, 1996 - $6.8 million) was included in "Accrued expenses and 
other".

5.	Income Taxes 

        The income tax provision of $11.7 million for the nine month period 
ended September 30, 1997, was primarily related to the resolution of an 
Internal Revenue Service examination for the years 1993 and 1994 as 
determined under the Company's tax sharing agreement with Clark USA, 
Inc. ("Clark USA").  The resolution had the effect of accelerating the 
recognition of certain net taxable temporary differences and, as a 
result, required an increase in the valuation allowance related to the 
Company's net deferred tax asset.  The provision includes $2.0 million 
of associated interest.

6.	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.

7.  Working Capital Facility
 
 On September 25, 1997, the Company entered into a new $400 million 
revolving credit facility.  The credit facility, which expires on 
December 31, 1999, provides for borrowings and the issuance of letters 
of credit of up to the lesser of $400 million or the amount available 
under a defined borrowing base calculated with respect to the Company's

<PAGE> 9

cash, investments, eligible receivables and hydrocarbon inventories.  
Direct borrowings under the credit facility are limited to $50 million. 
The Company will use the facility primarily for the issuance of letters 
of credit to secure purchases of crude oil.  The Company is required to 
comply with certain financial covenants including maintaining defined 
levels of working capital, cash, tangible net worth, and cumulative cash 
flow, as defined.
 
8.  Subsequent Event
 
        On October 1, 1997, Clark USA, the Company's parent, reclassified all 
shares of Class A Common Stock held by Tiger Management to a new Class E 
Common Stock.  Subsequently, Trizec Hahn Corporation purchased all of the 
Class E Common Stock for $7.00 per share in cash totaling $63 million.  
The new Class E Common Stock was then converted into 63,000 shares 
($1,000 liquidation preference per share) of 11 1/2% Senior Cumulative 
Exchangeable Preferred Stock, par value $0.01 per share, which was sold 
on October 1, 1997 for face value to qualified institutional buyers in 
reliance on Rule 144A under the Securities Act of 1933.

	In connection with the above transactions all remaining shares of 
Class A Common Stock were converted to Common Stock.  In addition, 
Common Stock held by affiliates of Occidental Petroleum ("Oxy") was 
converted to a new Class F Common Stock which has voting rights limited 
to 19.9% of the total voting power of all classes of Clark USA's voting 
stock, but is convertible into Common Stock by any holder other than 
affiliates of Occidental Petroleum.  Oxy was also issued an additional 
545,455 shares of Class F Common Stock in full satisfaction of certain 
terms in the Oxy Stockholders' Agreement.

	On November 3, 1997, an affiliate of Blackstone Capital Partners III 
Merchant Banking Fund L.P. ("Blackstone") acquired the 13,500,000 shares 
of Common Stock of Clark USA previously held by Trizec Hahn Corporation 
and certain of its subsidiaries, as a result of which Blackstone 
obtained a 65% controlling interest in Clark USA.  This transaction 
triggered the Change of Control covenant in Clark USA's Senior Secured 
Zero Coupon Notes, due 2000 ("Zero Coupon Notes") and the Company's 9 1/2% 
Senior Notes, due 2004 and 10 1/2% Senior Notes, due 2001 ("10 1/2% Notes") 
and may trigger the Change of Control covenant in Clark USA's 10 7/8% 
Senior Notes, 2005 if it results in a Ratings Decline (as defined).  
Under such covenants, noteholders would have the right to require the 
Company and Clark USA to repurchase their notes at 101% of face value 
or, in the case of the Zero Coupon Notes, accreted value.  However, 
market quotations for these notes were higher than 101% on November 4, 
1997 and as a result, the Company does not believe this Change of 
Control will have a material adverse effect on the Company.  The 
Company's credit facility was amended to permit the acquisition by 
Blackstone of Clark USA's Common Stock.

        In addition, the Blackstone transaction caused an "ownership change" 
of the Clark USA consolidated tax return group (the "Group") under 
Section 382 of Internal Revenue Code of 1986, as amended.  The result of 
the ownership change is that utilization of the Group's tax attribute 
carryovers will be limited in tax periods subsequent to the ownership 
change.  While the Group has not finally determined the effect of the 
limitation, it is possible that the book value of the Group's tax 
attribute carryovers would be incrementally reduced by as much as $13 
million.  The Company expects to make a final determination by the end 
of the year.

	Subject to certain market conditions and other factors, Clark USA 
intends to purchase and/or redeem its Zero Coupon Notes with available 
cash prior to the end of 1997 and the Company intends to refinance its 
10 1/2% Notes with the proceeds of a $400 million debt offering.  Clark 
USA has a tender offer outstanding for the repurchase of its Zero Coupon 
Notes which currently expires on November 14, 1997.

	The aforementioned repurchase and redemptions and costs associated 
with the Blackstone transaction are intended to be funded with the 
proceeds of the debt offering and available cash.  As a result of the 
aforementioned transactions, the Company expects to record an 
extraordinary charge to earnings for redemption premiums and unamortized 
deferred financing costs of approximately $9.7 million on a pre-tax 
basis, pay fees and expenses of $9.0 million associated with the 
Blackstone transaction, and pay cash dividend to Clark USA of 
approximately $207.4 million (based on the accreted value of the Zero 
Coupon Notes at September 30, 1997).

<PAGE> 10

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, 1996 
and 1997.  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.

<TABLE>
                                    For the three months   For the nine months
                                     ended September 30,    ended September 30, 
Financial Results:                   1996          1997      1996       1997 
                                    -------       -------  -------    --------
<S>                                   <C>           <C>      <C>         <C>  
Net sales and operating revenues   $1,249.5      $1,123.6  $3,724.4   $ 3,296.4
Cost of sales                       1,121.2         916.7   3,346.3     2,791.4
Operating expenses                    104.6         107.4     304.6       319.0
General and administrative expenses    15.6          18.4      43.9        47.4
Depreciation and amortization          12.4          16.5      37.0        44.3
Interest and financing costs           12.0          12.3      36.4        36.6
Interest and finance income             1.3           3.6       5.2        10.3
                                    --------       -------  -------    --------                                     
Earnings (loss) before income taxes   (15.0)         55.9     (38.6)       68.0
Income tax (provision) benefit          5.7          (4.7)     14.7       (11.7)
                                    --------     ---------  -------    --------
Net earnings (loss)                 $  (9.3)     $   51.2  $  (23.9)   $   56.3 
                                    ========     ========= =========   ========
Operating Income:

Refining contribution to
   operating income                 $   6.8      $   78.2  $   16.0   $   132.9
Retail contribution to
   operating income                     5.3           8.0      24.4        18.1
Corporate general and
   administrative expenses              4.0           5.1      10.8        12.4
                                    -------       -------   -------    --------
                                        8.1          81.1      29.6       138.6
Depreciation and amortization          12.4          16.5      37.0        44.3
                                    --------      -------   -------    --------
Operating income (loss)             $  (4.3)      $  64.6   $  (7.4)   $   94.3
                                    ========      =======   ========   ========
</TABLE>

	The Company reported record net earnings of $51.2 million for the 
third quarter of 1997 which compared to a net loss of $9.3 million in 
the same period of 1996.  The Company also reported record earnings 
before interest, taxes, depreciation and amortization ("EBITDA") of 
$81.1 million in the third quarter of 1997 versus $8.1 million in the 
third quarter of 1996.  The previous records for net earnings and EBITDA 
were achieved in the second quarter of 1997.  Earnings improved in the 
current year principally because of significantly higher refining 
division contribution due to improved market conditions and stronger 
operations.

	The Company reported EBITDA of $138.6 million for the first nine 
months of 1997 versus $29.6 million in the year ago period.  Year-to-
date net earnings were $56.3 million through September 30, 1997 versus a 
net loss of $23.9 million in the same period of 1996.  After adjusting 
for the negative impact of two special items totaling an estimated $42 
million that occurred principally in the first quarter, year-to-date pro 
forma EBITDA would have been an estimated $181 million in 1997.  Year-
to-date pro forma EBITDA on a similar basis in 1996 would have been an 
estimated $9 million.  A fall in crude oil prices of over $6 per barrel 
in the first quarter cost the Company approximately $27 million (1996 - 
$20 million gain) resulting from the fact that feedstock costs are fixed 
on average two to three weeks prior to the manufacture and sale of the 
finished products.  The Company does not currently hedge this price risk 
because of the unrecoverable cost of entering into appropriate hedge-
related derivatives, especially in a backwardated market.  The Company 
also 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 estimated at

<PAGE> 11

approximately $15 million.  The Company recorded an income tax provision 
of $11.7 million for the first nine months of 1997 primarily for the 
settlement of prior-period audit examinations as determined under the 
Company's tax sharing agreement with Clark USA.  As compared to 1996, 
the Company recorded a lower tax provision for current-year earnings due 
to its cumulative tax loss carryforward position.

	Net sales and operating revenues decreased approximately 10% in the 
third quarter and 11% in the first nine months of 1997 as compared to 
the prior year.  These decreases were principally the result of the 
crude oil price decline, noted above, that reduced both sales and cost 
of goods sold.  In addition, the major maintenance turnaround at the 
Port Arthur refinery reduced the Company's production and sales of 
refined products.


Refining

Refining Division Operating Statistics:
(dollars in millions, except per barrel data)
<TABLE>
                                For the three months	For the nine months
                                ended September 30,     ended September 30, 
                                   1996       1997       1996         1997
                                 ---------  ---------   --------   ---------
<S>                                <C>          <C>        <C>         <C>   
Port Arthur Refinery
 Crude oil throughput (m bbls/day)  196.4      218.3      201.7       201.3
 Production (m bbls/day)            210.7      228.2      212.0       208.5

 Gross margin
   ($/bbl of production)        (a)$ 2.72     $ 4.45     $ 2.49      $ 3.84
 Operating expenses                  42.5       43.4      119.7       127.1

 Net margin                        $ 10.4     $ 50.0     $ 25.0      $ 91.5

Blue Island, Hartford and
   other refining
  Crude oil throughput (m bbls/day) 140.1      136.0      135.1       135.6
  Production (m bbls/day)           144.3      141.6      136.2       141.4

  Gross margin
     ($/barrel of production)  (a) $ 2.43     $ 4.96     $ 2.66      $ 3.94
  Operating expenses                 29.7       29.3       91.1        92.6

        Net margin                 $  2.5     $ 35.2     $  8.2      $  59.1

Divisional G & A expenses             6.1        7.0       17.2         17.7
Contribution to earnings           $  6.8     $ 78.2     $ 16.0      $ 132.9
</TABLE>

(a)	Refining gross margins per barrel adjusted for the impact of a 
decline in crude oil prices on unhedged fixed purchase commitments 
were as follows:  For the three months ended September 30, Port 
Arthur, 1996 - $2.10; 1997 - $4.55, Blue Island, Hartford and other 
refining, 1996 - $1.97; 1997 - $4.68; For the nine months ended 
September 30, Port Arthur, 1996 - $2.18; 1997 - $4.17, Blue Island, 
Hartford and other refining, 1996 - $2.59; 1997 - $4.15

	The refining division contributed a record $78.2 million to 
operating income in the third quarter of 1997 (1996 - $6.8 million).  
These improved results were achieved principally due to near record 
refining production levels, good refinery reliability and increased 
processing of lower cost, heavy and sour crude oil.  Refining market 
conditions, particularly fuels margins, were much improved in the third 
quarter of 1997 over 1996 as strong demand, tight capacity and plant 
downtime in the U.S. and Europe supported margins.  Refining 
contribution for the nine months ended September 30, 1997 was $132.9 
million versus $16.0 million in 1996.  Earnings for the first nine 
months of 1997 benefited from improved yields and throughput and wider 
crude oil quality differentials.  Crude oil quality differential 
indicators for light sour crude oil improved from $1.06 per barrel to 
$1.71 per barrel and the benefit for heavy sour crude oil improved from 
$4.75 per barrel to $5.63 per barrel from the first nine months of 1996 
to the same period in 1997.  The Company believes these crude oil 
quality discounts improved primarily due to increased availability of

<PAGE> 12

Canadian light and heavy sour crude oil from the Express and 
Interprovincial pipelines, higher levels of industry refinery 
maintenance turnarounds and milder winter weather in the first quarter 
of 1997.  Hartford refinery results particularly benefited from 
improved access to lower-cost Canadian heavy sour crude oil.  Port 
Arthur refinery results were also buoyed by the operational benefits 
realized from the first quarter maintenance turnaround.  On a 
comparative basis, refining gross margins in the third quarter and 
first nine months of 1996 were negatively impacted by crude oil market 
volatility and backwardation that raised the cost of the Company's 
feedstocks.

	Port Arthur refinery crude oil throughput and production reached 
record and near record levels in the second and third quarters of 1997, 
but were relatively flat compared to 1996 levels on a year-to-date basis 
due to the planned maintenance turnaround in the first quarter of 1997.  
Port Arthur refinery operating expenses for the first nine months of 
1997 were higher than the previous year principally because of higher 
natural gas prices and higher incentive compensation due to strong 
earnings.  Natural gas is consumed as a fuel in the refining process.


Retail

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

Gasoline volume (mm gals.)         270.1      270.8       777.7       771.1
Gasoline gross margin (cents/gal)    9.4       10.6        10.6        10.3
Gasoline gross margin             $ 25.4    $  28.6      $ 82.3     $  79.0

Convenience product sales         $ 68.3    $  78.3      $193.7     $ 214.3
Convenience product margin and
   other income                     17.9       20.3        50.3        55.7

Gain on asset sales               $   --     $   --      $  1.8     $    --
Operating expenses                  32.7       34.6        94.4        99.3
Divisional G & A expenses            5.3        6.3        15.6        17.3
Contribution to operating income  $  5.3     $  8.0      $ 24.4     $  18.1

<PAGE> 12

Per Month Per Store
Company operated stores (average)(a) 827        814         828         815
Gasoline volume (m gals.)          108.9      112.3       104.4       106.3
Convenience product sales
   (thousands)                    $ 27.5     $ 32.1      $ 26.0     $  29.2
Convenience product gross margin
   (thousands)                       7.2        8.3         6.7         7.6

</TABLE>

(a)  Ten stores included in 1997 operated as convenience stores only.

	Retail division contribution to operating income of $8.0 million for 
the third quarter of 1997 exceeded its contribution in each of the 
previous four quarters.  The retail fuel margin environment, which has 
been weak since the second half of 1996, showed improvement late in the 
third quarter with fuel margins in September averaging over 12 cents per 
gallon.  Monthly fuel volumes and convenience sales per store were at 
record levels in the third quarter of 1997, increasing by 3% and 17%, 
respectively, over the year-ago period.  Retail contribution to 
operating income decreased to $18.1 million in the first nine months of 
1997 from $24.4 million in the same period of 1996.  Retail 
contribution declined on a year-to-date basis primarily because of 
weaker same store retail fuel margins in the first half of 1997 and a 
$1.8 million gain on the sale of stores in the prior year.  This was 
partially offset by the fuel and convenience margin contribution from 
the 48 Michigan stores acquired in early 1997.  Retail margins have

<PAGE> 13

historically benefited when wholesale prices fall, but the benefit of 
the crude oil price decline in the first half of 1997 was not fully 
realized because wholesale prices did not fall as much as crude oil 
prices and due to highly competitive retail markets.  Certain monthly 
average store operating measures showed improvement for the nine months 
ended September 30, 1997, including a 13% improvement in convenience 
product margins per store on 12% higher sales.  Operating expenses 
increased principally because of lease expenses and operating costs for 
larger stores acquired in the last year.


Other Financial Highlights

	Corporate and divisional general and administrative expenses 
increased in the third quarter and first nine months of 1997 over the 
comparable periods in 1996 principally because of accruals for higher 
incentive compensation resulting from the Company's stronger earnings.

	Interest and finance income for the third quarter and first nine 
months of 1997 decreased over the comparable periods of 1996 principally 
because of interest earned on higher cash balances in 1997, resulting 
from the contribution of an advance crude oil purchase receivable by 
Clark USA in late 1996 that was subsequently converted to cash.

	Depreciation and amortization expense increased in the third quarter 
and first nine months of 1997 over the comparable periods in 1996 
principally because of  amortization related to the first quarter Port 
Arthur maintenance turnaround.

	Historically, the Company has recorded seasonally lower earnings in 
the fourth and first quarters of calendar years due to lower demand for 
refined products.  Entering the fourth quarter of 1997, refining margins 
have declined in line with this seasonal trend.


Liquidity and Capital Resources

	Net cash generated by operating activities, excluding working capital 
changes, for the nine months ended September 30, 1997 was $105.9 million 
compared to $2.4 million in the year-earlier period.  Working capital as 
of September 30, 1997 was $421.8 million, a 2.29-to-1 current ratio, 
versus $399.5 million as of December 31, 1996, a 2.00-to-1 current 
ratio.  Working capital as of September 30, 1997 increased from the end 
of 1996 because of increased operating contribution, partially offset by 
a retail store acquisition that was financed with cash and the capital 
cost of the Port Arthur refinery turnaround.

	In general, the Company's short-term working capital requirements 
fluctuate with the price and payment terms of crude oil and refined 
petroleum products.  On September 25, 1997, the Company entered into a 
new Credit Agreement which provides for borrowings and the issuance of 
letters of credit of up to the lesser of $400 million or the amount of 
the borrowing base calculated with respect to the Company's cash, 
investments, eligible receivables and hydrocarbon inventories.  Direct 
borrowings are limited to the principal amount of $50 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, 1997 was $400 million and approximately $238 
million of the facility was utilized for letters of credit.  As of 
September 30, 1997, there were no direct borrowings under the Credit 
Agreement.

	Cash flows used in investing activities in the first nine months of 
1997, excluding short-term investment activities which management treats 
similar to cash and cash equivalents, were $81.5 million as compared to 
$26.6 million in the year-earlier period.  The higher investing 
activities in 1997 resulted principally from the Port Arthur refinery 
turnaround ($30.0 million) and the acquisition and subsequent image 
conversion of 48 retail stores in Michigan ($21.0 million).  Refinery 
capital expenditures totaled $17.6 million in the first nine months of 
1997 (1996 - $12.5 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 
nine months of 1997, excluding the Michigan acquisition, totaled $13.9

<PAGE> 14

million (1996 - $10.5 million) and were principally for underground 
storage tank-related work.

	On November 3, 1997, Blackstone Capital Partners III Merchant 
Banking Fund L.P. and its affiliates ("Blackstone") acquired the 
13,500,000 shares of Common Stock of Clark USA previously held by 
Trizec Hahn Corporation ("TrizecHahn") and certain of its subsidiaries
(referred to herein as the "Blackstone Transaction"), as a result of which
Blackstone obtained a 65% equity interest (73.3% voting interest) in Clark USA.

	Clark USA has tendered for all of its outstanding Zero Coupon Notes 
and intends to redeem any Zero Coupon Notes not tendered.  Prior to 
consummation of the offering of certain debt securities (described 
below), the Company expects to return capital to Clark USA (the "Special 
Dividend") in the amount of approximately $207.4 million (based on the 
accreted value of the Zero Coupon Notes at September 30, 1997) in order 
for it to repurchase the Zero Coupon Notes.  The Company expects to 
place $400 million of debt securities with private institutional 
investors by the end of 1997.  As a result of this offering, the Company 
will have higher levels of debt outstanding and will be required to make 
increased annual interest payments.  In addition, as a result of the 
Special Dividend, the application of the net proceeds from the offering 
of debt securities and the payment of fees and expenses in connection 
with the Blackstone Transaction, the Company's cash and short-term 
investments will be reduced by approximately $56.3 million and its 
stockholder's equity will be reduced to approximately $364.4 million.  
Finally, as a result of the Blackstone Transaction, the $175 million of 
9 1/2% Notes, and (in the event of a Rating Decline) $175 million of 10 
7/8% Notes of Clark USA, will be subject to a repurchase offer.  

        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.  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.  At this 
time no estimate can be made as to Clark USA's potential liability, if 
any, with respect to this matter.

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

ITEM 5 - Other Information

	In connection with the Blackstone Transaction, directors appointed by 
TrizecHahn resigned, specifically, Peter Munk, C. William D. Birchall and
Gregory C. Wilkins and Blackstone appointed four new directors, Marshall A.
Cohen, David A. Stockman, John R. Woodard and David I. Foley.

	Marshall A. Cohen, 62, has served as a director of the Company since 
November 3, 1997.  Mr. Cohen has served as Counsel at Cassels Brook &
Blackwell since October 1996.  Mr. Cohen previously served as President
and Chief Executive Officer of The Molson Companies Limited from November 1988
to September 1996.

	David A. Stockman, 50, has served as a director of the Company since 
November 3, 1997.  Mr. Stockman is also a Co-Chairman of the board of directors
of Collins & Aikman Corporation and a director of Haynes International, Inc.
and Bar Technologies, Inc.

	John R. Woodard, 33, has served as a director of the Company since 
November 3, 1997.  Mr. Woodard joined The Blackstone Group L.P. as a Managing 
Director in 1996.  Prior thereto, he was a Vice President at Vestar
Capital Partners from 1990 to 1996.  He is a member of the board of directors
of Prime Succession, Inc. 

	David I. Foley, 30, has served as a director of the Company since 
November 3, 1997.  Mr. Foley is an Associate at The Blackstone Group L.P.,
which he joined in 1995.  Prior to joining Blackstone, Mr. Foley was a
member of AEA Investors, Inc. and The Monitor Company.  He currently serves
on the board of directors of Rose Hills Company.

ITEM 6 - Exhibits and Reports on Form 8-K

	(a)	Exhibits

		Exhibit 27.0 - Financial Data Schedule

	(b)	Reports on Form 8-K

		October 1, 1997 - Clark USA issues Exchangeable Preferred 
                Stock

<PAGE> 15

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 10, 1997