UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                 FORM 10-Q



X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
        SECURITIES EXCHANGE ACT OF 1934 
        For the quarterly period ended March 31, 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 May 12, 1998:  100, all of which were owned by Clark 
USA, Inc.

<PAGE> 1



                        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 March 
31, 1998, and the related consolidated statements of earnings and of 
cash flows for the three-month period then ended.  These financial 
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim 
financial information consists principally of applying analytical 
procedures to financial data and making inquires of persons responsible 
for financial and accounting matters.  It is substantially less in scope 
than an audit conducted in accordance with generally accepted auditing 
standards, the objective of which is the expression of an opinion 
regarding the financial statements taken as a whole.  Accordingly, we do 
not express such an opinion. 

Based on our review, we are not aware of any material modifications that 
should be made to such consolidated financial statements 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, 
stockholder's 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 
May 1, 1998

<PAGE> 2

                CLARK REFINING & MARKETING, INC. AND SUBSIDIARIES           
                            CONSOLIDATED BALANCE SHEETS             
                     (dollars in millions, except share data)               
								
								
<TABLE>                                                         
                                                                    March 31,
                                      Reference    December 31,       1998
                                        Note           1997        (unaudited)
                                      ---------    ------------   ------------
<S>                                     <C>            <C>             <C> 
     	ASSETS
								
CURRENT ASSETS:								
   Cash and cash equivalents                       $    229.7      $    129.0 
   Short-term investments                                14.9            14.9
   Accounts receivable                    2              92.9            81.5 
   Receivable from affiliates                             2.2             4.3 
   Inventories                                          261.4           281.0
   Prepaid expenses and other                            18.2            17.3
                                                   ------------    ------------
          Total current assets                          619.3           528.0 
								
PROPERTY, PLANT AND EQUIPMENT                           575.6           566.5 
OTHER ASSETS                              3              66.0            62.9
                                                   ------------    ------------
                                                   $  1,260.9      $  1,157.4
                                                   ============    ============
								
    	LIABILITIES AND STOCKHOLDER'S EQUITY 				
								
CURRENT LIABILITIES:								
   Accounts payable                                $    219.0      $    180.1 
   Payable to affiliates                                 14.8            15.1 
   Accrued expenses and other              4             69.7            59.3 
   Accrued taxes other than income                       52.1            43.8
                                                   ------------    ------------
          Total current liabilities                     355.6           298.3 
								
LONG-TERM DEBT                                          587.4           583.2 
OTHER LONG-TERM LIABILITIES                              57.0            57.6 
CONTINGENCIES                              5               --              -- 
								
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           249.3
   Retained earnings (deficit)                           11.7           (30.9)
                                                   ------------    ------------
           Total stockholder's equity                   260.9           218.3
                                                   ------------    ------------
                                                   $  1,260.9      $  1,157.4
                                                   ============    ============
</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 March 31,
                                                     -------------------------
                                        Reference        1997          1998
                                           Note       (unaudited)   (unaudited)
                                        ---------     -----------   -----------
<S>                                         <C>           <C>           <C>
									
NET SALES AND OPERATING REVENUES                      $    999.0     $  823.5 
									
EXPENSES:									
        Cost of sales                                     (893.6)      (689.0)
        Operating expenses                                (107.4)      (110.8)
        General and administrative expenses                (14.9)       (16.5)
        Depreciation                                        (9.5)       (10.1)
        Amortization                          3             (2.9)        (5.9)
        Inventory write-down to market        2               --        (22.7)
                                                       ----------   -----------
                                                         (1,028.3)     (855.0)
                                                       ----------   -----------
									
OPERATING LOSS                                              (29.3)      (31.5)
									
	Interest expense and finance
           income, net                       3, 4            (8.1)      (11.0)
                                                       ----------   -----------
									
LOSS BEFORE INCOME TAXES                                    (37.4)      (42.5)
									
        Income tax provision                                   --        (0.2)
                                                       ----------   -----------
NET LOSS                                               $    (37.4)  $   (42.7)
                                                       ==========   ==========
</TABLE>                                                                 
									
									
          The accompanying notes are an integral part of these statements.    
					
<PAGE> 4  
 
                 CLARK REFINING & MARKETING, INC. AND SUBSIDIARIES        
                        CONSOLIDATED STATEMENTS OF CASH FLOWS                   
                                (dollars in millions)            
<TABLE>                                 
                                                       For the three months     
                                                         ended March 31,
                                                       ----------------------
                                                          1997        1998
                                                       (unaudited) (unaudited)
                                                       ----------- ----------
<S>                                                       <C>          <C>                                 
CASH FLOWS FROM OPERATING ACTIVITIES:					
  Net loss                                              $  (37.4)   $  (42.7)
					
  Adjustments:					
       Depreciation                                          9.6        10.1 
       Amortization                                          4.7         6.4 
       Share of earnings of affiliates, net of dividends     0.1         0.5 
       Inventory write-down to market                         --        22.7 
       Other                                                 0.2         0.5 
					
  Cash reinvested in working capital -					
       Accounts receivable, prepaid expenses and other      33.1        10.4 
       Inventories                                         (62.7)      (41.8)
       Accounts payable, accrued expenses, taxes other
          than income and other                            (18.7)      (59.6)
                                                       ----------- ----------
            Net cash used in operating activities          (71.1)      (93.5)
                                                       ----------- ----------
					
CASH FLOWS FROM INVESTING ACTIVITIES:					
  Purchases of short-term investments                        0.1          -- 
  Expenditures for property, plant and equipment           (30.9)       (8.9)
  Expenditures for turnaround                              (27.4)       (3.5)
  Proceeds from disposals of property, plant
     and equipment                                           1.5         9.4
                                                       ----------- ----------
           Net cash used in investing activities           (56.7)       (3.0)
                                                       ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:					
  Long-term debt payments                                   (0.8)       (4.2)
                                                       ----------- ----------
           Net cash used in financing activities            (0.8)       (4.2)
                                                       ----------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                 (128.7)     (100.7)
CASH AND CASH EQUIVALENTS, beginning of period             319.4       229.7
                                                       ----------- ----------
CASH AND CASH EQUIVALENTS, end of period               $   190.7   $   129.0
                                                       =========== ========== 
</TABLE>                                 
					
          The accompanying notes are an integral part of these statements.    


<PAGE> 5

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

Clark Refining & Marketing, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 1998
(tabular dollar amounts in thousands of US dollars)

1.	Basis of Preparation 

	The unaudited consolidated balance sheet of Clark Refining & 
Marketing, Inc. and Subsidiaries (the "Company") as of March 31, 1998, 
and the related consolidated statements of earnings and of cash flows 
for the three-month periods ended March 31, 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-month periods ending March 31, 1998 and 1997.

2.	Inventories

	The carrying value of inventories consisted of the following:
<TABLE>
                                                     December 31,    March 31,
                                                        1997            1998
                                                     ------------    ---------
        <S>                                               <C>            <C>
        Crude oil ................................    $   86.2        $ 100.8
        Refined and blendstocks ..................       156.6          185.4
        LIFO inventory value excess over market ..       (19.2)         (41.9)
        Convenience products .....................        22.4           20.2
        Warehouse stock and other ................        15.4           16.5
                                                     ------------    ---------
                                                      $  261.4        $ 281.0
                                                     ============    =========
</TABLE>

	The Company recorded an additional write-down of inventory carrying 
value to market of $22.7 million for the three months ended March 31, 
1998 (1997 - nil).

<PAGE> 6

3.	Other Assets

	Amortization of deferred financing costs for the three-month period 
ended March 31, 1998, was $0.5 million (1997 - $1.8 million) and was 
included in "Interest and finance costs, net ".

	Amortization of refinery maintenance turnaround costs for the three-
month period ended March 31, 1998, was $5.9 million (1997 - $2.9 
million).


4.	Interest and Finance Costs, net

	Interest and finance costs, net, consisted of the following:
<TABLE>
                                                        For the three months
                                                           ended March 31,
                                                        --------------------
                                                           1997      1998
                                                        ----------  --------
        <S>                                                 <C>       <C>
        Interest expense ...........................     $   10.6   $  13.6
        Financing costs ............................          1.8       0.4
        Interest and finance income ................         (3.9)     (2.6)
                                                        ----------  --------
                                                              8.5      11.4
        Capitalized interest .......................         (0.4)     (0.4)
                                                        ----------  --------
          Interest and finance costs, net                $    8.1    $ 11.0
                                                        ==========  ========
</TABLE>

	Cash paid for interest expense for the three-month period ended March 
31, 1998 was $11.9 million (1997 - $8.9 million).  Accrued interest 
payable at March 31, 1998, of $10.4 million (December 31, 1997 - $8.7 
million) was included in "Accrued expenses and other".

5.      Contingencies 

	Clark is subject to various legal proceedings related to governmental 
regulations and other actions arising out of the normal course of 
business, including legal proceedings related to environmental matters.  
While it is not possible at this time to establish the ultimate amount 
of liability with respect to such contingent liabilities, Clark is of 
the opinion that the aggregate amount of any such liabilities, for which 
provision has not been made, will not have a material adverse effect on 
their financial position, however, an adverse outcome of any one or more 
of these matters could have a material effect on quarterly or annual 
operating results or cash flows when resolved in a future period.

<PAGE> 7

ITEM 2 Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Results of Operations

Financial Highlights

        The following tables reflect Clark Refining & Marketing, Inc.'s (the 
"Company") financial and operating highlights for the three-month 
periods ended March 31, 1997 and 1998.  The Company is a wholly-owned 
subsidiary of Clark USA, Inc. ("Clark USA").  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
                                                           ended March 31,
                                                        --------------------
                                                           1997      1998
                                                        ----------  --------
        <S>                                                 <C>       <C>
Operating Income:

Refining contribution to operating income                $  11.1    $ 21.4
Retail contribution to operating income                      4.2       4.2
Corporate general and administrative expenses               (3.9)     (4.4)
                                                        ----------  --------
        Operating contribution                              11.4      21.2
Inventory timing adjustments loss (a)                      (28.3)    (14.0)
Inventory write-down to market                                --     (22.7)
Depreciation and amortization                              (12.4)    (16.0)
                                                        ----------  --------
        Operating loss                                   $ (29.3)   $(31.5)
                                                        ==========  ========
</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 an operating contribution of $21.2 million for 
the seasonally weak quarter ended March 31, 1998, which exceeded the 
operating contribution of $11.4 million in the first quarter of 1997, 
principally because of less scheduled maintenance-related downtime in 
the first quarter of 1998.  The Company reported a net loss of $42.7 
million for the first quarter of 1998 which compared to a net loss of 
$37.4 million in the same period a year ago.

	A fall in world crude oil prices reduced net earnings in the first 
quarter of 1998 and 1997, but had a greater impact on the current 
quarter than the year-ago period with net earnings reduced by $36.7 
million as compared to $28.3 million in 1997.  This impact included a 
non-cash accounting charge of $22.7 million in the first quarter of 1998 
to write down inventory carrying costs to current market value.

	Net sales and operating revenues decreased approximately 18% in the 
first quarter as compared to the same period of 1997, principally as a 
result of lower worldwide crude oil and product prices in the current 
year which reduced both sales and cost of goods sold.

<PAGE> 8

Refining

Refining Division Operating Statistics:
(dollars in millions, except per barrel data)           

<TABLE>
                                                        For the three months
                                                           ended March 31,
                                                        --------------------
                                                           1997       1998
                                                        ----------  --------
        <S>                                                 <C>        <C>
Port Arthur Refinery
        Crude oil throughput (m bbls/day)                  166.5      222.2
        Production (m bbls/day)                            166.1      218.9
        Gross margin ($/barrel of production)            $  3.91    $  3.85
        Operating expenses                                 (43.1)     (45.4)

        Net margin                                       $  12.9    $  31.3

Blue Island, Hartford and other refining
        Crude oil throughput (m bbls/day)                  133.4      109.5
        Production (m bbls/day)                            136.7      116.1

        Gross margin ($/barrel of production)            $  2.88    $  2.71
        Operating expenses                                 (32.0)     (32.1)

        Net margin                                       $   3.5    $  (3.5)

Divisional G & A expenses                                   (5.3)      (6.4)
                                                        ----------  --------
Refining contribution to operating income                $  11.1    $  21.4 
                                                        ==========  ========
</TABLE>

        Refining division contribution to operating income of $21.4 million
in the first quarter of 1998 nearly doubled year-ago levels.  Downtime 
from a scheduled maintenance turnaround at the Blue Island refinery in 
the first quarter of 1998 reduced production and corresponding 
operating contribution by an estimated $2.7 million which was less than 
the estimated $16.1 million production and operating contribution 
impact of the larger Port Arthur turnaround in the first quarter of 
1997.  The Blue Island refinery turnaround began in mid-March and was 
completed in mid-April.  The Port Arthur refinery again set several new 
monthly unit throughput records in the first quarter of 1998.

	Weaker margins for gasoline and distillates in the first quarter of 
1998 versus the same period of 1997 were only partially offset by 
favorable discounts for heavy and sour crude oil.  Industry margin 
indicators for the Gulf Coast and Chicago markets in the first quarter 
were each down approximately 80 cents per barrel on a year-over-year 
basis.  Warmer-than-normal weather 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.  Crude oil quality differentials were favorable in 
the first quarter of 1998 with indicators for light sour crude oil of 
$2.00 per barrel versus $2.22 per barrel in the same period of 1997 and 
the benefit for heavy sour crude oil was $7.03 per barrel in 1998 
versus $6.26 per barrel in 1997.

<PAGE> 9

Retail

Retail Division Operating Statistics:
(dollars in millions, except per gallon and per store data)

<TABLE>
                                                        For the three months
                                                           ended March 31,
                                                        --------------------
                                                           1997       1998
                                                        ----------  --------
        <S>                                                 <C>        <C>
Core Market Stores
        Gasoline volume (mm gals.)                          205.9     225.4
        Gasoline gross margin (cents/gal)                    11.0      10.5
        Gasoline gross margin                             $  22.6    $ 23.7

        Convenience product sales                         $  50.6    $ 58.9
        Convenience product margin and other income          13.9      15.9

        Operating expenses                                  (27.1)    (29.8)
        Divisional G & A expenses                            (5.7)     (5.7)
                                                         ----------  --------
Core market store contribution                            $   3.7     $ 4.1
Non-core stores and other                                     0.5       0.1
                                                         ----------  --------
Retail contribution to operating income                   $   4.2     $ 4.2
                                                         ==========  ========                                                      

Core Market Stores - Per Month Per Store
        Company operated stores (average) (a)                 657       670
        Gasoline volume (m gals.)                           105.6     113.7
        Convenience product sales (thousands)             $  25.7    $ 29.3
        Convenience product gross margin (thousands)          7.0       7.9

</TABLE>
(a)  Ten stores included in 1997 operated as convenience stores only.

	Retail contribution to operating income from core market stores 
improved to $4.1 million in the first quarter of 1998 from $3.7 million 
in the prior year.  Average first quarter monthly fuel volumes and 
convenience product sales and gross margins improved 8%, 14% and 13% 
respectively, but competitive dynamics in the Company's market areas 
continued to put pressure on fuel margins.  Operating expenses 
increased in the quarter versus the year-ago period principally due to 
increased promotional activities and higher average core market store 
count.  Overall retail contribution was reduced in the current quarter 
principally due to non-core store results.  Clark sold 69 non-core 
stores principally to Clark branded marketers in the first quarter 
generating approximately $9 million of proceeds.  As of March 31, 1998, 
Clark operated 731 stores and distributed its products through an 
additional 129 independently-operated Clark-branded outlets.


Other Financial Highlights

	Interest and finance costs, net for the three months ended March 31, 
1998 increased over the comparable period 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.

	Depreciation and amortization expense increased in the first quarter 
of 1998 over the comparable period in 1997 principally because of 
amortization related to the first quarter 1997 Port Arthur maintenance 
turnaround.

<PAGE> 10

Liquidity and Capital Resources

	Net cash used in operating activities, excluding working capital 
changes, for the three months ended March 31, 1998 was $2.5 million 
compared to $22.8 million in the year-earlier period.  Working capital 
as of March 31, 1998 was $229.7 million, a 1.77-to-1 current ratio, 
versus $263.7 million as of December 31, 1997, a 1.74-to-1 current 
ratio.  Total working capital decreased in the first quarter due to the 
non-cash inventory write-down, operating results and debt reduction.  
Cash balances were additionally impacted by a temporary incremental 
investment in operating working capital.

	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 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, provided 
that 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 March 31, 1998 was $362 million and approximately $164 
million of the facility was utilized for letters of credit.  As of March 
31, 1998, there were no direct borrowings under the Credit Agreement.

	Cash flows used in investing activities in the first three months of 
1998, excluding short-term investment activities which management treats 
similar to cash and cash equivalents, were $3.0 million as compared to 
$56.8 million in the year-earlier period.  Cash flows used in investing 
activities in 1998 were reduced by proceeds of $9.4 million from the 
sale of certain non-core retail stores.  The higher investing activities 
in 1997 resulted principally from the Port Arthur refinery turnaround 
($27.4 million) and the acquisition and subsequent image conversion of 
48 retail stores in Michigan ($18.6 million).  Refinery capital 
expenditures totaled $5.3 million in the first quarter of 1998 (1997 - 
$9.0 million) principally related to a project to increase the 
throughput of Canadian heavy, sour crude oil at the Hartford refinery, a 
project to upgrade vacuum tower bottoms at the Blue Island refinery and 
various mandatory expenditures at the Port Arthur refinery.  Turnaround 
expenditures in the first quarter of 1998 related to the previously-
mentioned Blue Island refinery turnaround and to a Port Arthur refinery 
turnaround scheduled for late 1998 or early 1999.  Retail capital 
expenditures for the first three months of 1998 totaled $3.0 million 
(1997 - $3.3 million, excluding the Michigan acquisition and subsequent 
image conversion) and were principally for underground storage tank-
related work.

	Cash flows used in financing activities for first quarter of 1998 
increased as compared to the same period in 1997 principally because of 
the repurchase of the Company's 9 1/2% Senior Unsecured Notes, due 2004 
tendered under its required Change of Control offer ($3.3 million).

        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.

<PAGE> 11

PART II - OTHER INFORMATION

ITEM 5 - Other Information

	On April 15, 1998, William C. Rusnack, 53, was appointed as 
president, chief operating officer, chief executive officer and a 
director of the Company and Clark USA.  Mr. Rusnack replaced Paul D. 
Melnuk who had previously announced he was leaving the Company and Clark 
USA, effective May 1, 1998.

	Mr. Rusnack previously served 31 years with Atlantic Richfield 
Corporation ("ARCO") and was involved in all areas of its energy 
business, including refining operations, retail marketing, product 
transportation, exploration and production, and human resources.  He 
most recently served as President of ARCO Products Company from 1993 to 
1997 and was President of ARCO Transportation Company from 1990 to 
1993.  He currently serves as a director of Flowserve (a $1 billion, 
NYSE-listed company).

<PAGE> 12

ITEM 6 - Exhibits and Reports on Form 8-K

	(a)	Exhibits

		Exhibit 27.0 - Financial Data Schedule

	(b)	Reports on Form 8-K

		None

<PAGE> 13

SIGNATURE

	Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by 
the undersigned thereunto duly authorized.


                                        CLARK REFINING & MARKETING, INC.
                                        (Registrant)




 
                                        /s/  Dennis R. Eichholz
                                        ------------------------------------
                                        Dennis R. Eichholz
                                        Controller and Treasurer (Authorized
                                          Officer and Chief Accounting Officer)


May 12, 1998