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, 1999

                                      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 (X) No (  )

	Number of shares of registrant's common stock, $.01 par value, 
outstanding as of May 14, 1999:  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, 1999, and 
the related consolidated statements of operations and cash flows for the three 
month periods ended March 31, 1998 and 1999.  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. 

We have previously audited, in accordance with generally accepted auditing 
standards, the consolidated balance sheet of the Company as of December 31, 
1998, and the related consolidated statements of operations, stockholders' 
equity, and cash flows for the year then ended (not presented herein); and in 
our report dated February 6, 1999, 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, 1998 
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 14, 1999

<PAGE> 2

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

<TABLE>

                                     Reference     December 31,   March 31,
                                        Note          1998          1999
                                     ----------   ------------   ----------
<S>                                      <C>           <C>          <C>
      ASSETS                                                     (unaudited)

CURRENT ASSETS:                                                 
   Cash and cash equivalents                       $    147.5    $   103.3
   Short-term investments                                 4.5          4.8
   Accounts receivable                                  130.9        141.6
   Receivable from affiliates                             2.3          3.0
   Inventories                           3              267.7        277.4
   Prepaid expenses and other                            28.8         27.2
   Net assets helf for sale              7              141.0        141.8
                                                   ------------   ----------
      Total current assets                              722.7        699.1

PROPERTY, PLANT AND EQUIPMENT, NET                      627.3        659.2
OTHER ASSETS                            4,5              93.8        113.2
                                                  ------------   ----------
                                                   $  1,443.8    $ 1,471.5
                                                  ============   ==========

      LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:                                             
   Accounts payable                                $    250.3    $    237.1
   Payable to affiliates                                 25.2          25.7
   Accrued expenses and other            5               64.4          68.6
   Accrued taxes other than income                       25.9          26.9
                                                  ------------   ----------
      Total current liabilities                         365.8         358.3

LONG-TERM DEBT                                          805.2         804.4
OTHER LONG-TERM LIABILITIES                              47.8          48.1
COMMITMENTS AND 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                                      234.2         234.2
   Retained earnings (deficit)                           (9.2)         26.5
                                                   ------------  -----------
                                                        225.0         260.7
                                                   ------------  -----------
                                                   $  1,443.8     $ 1,471.5
                                                   ============  =========== 
</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE> 3

                CLARK REFINING & MARKETING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                (dollars in millions)

<TABLE>
                                                   For the three months
                                                      ended March 31,
                                                ----------------------------
                                    Reference                  
                                      Note           1998           1999
                                   -----------  -------------  -------------
  <S>                                   <C>          <C>            <C>
                                                 (unaudited)     (unaudited)

NET SALES AND OPERATING REVENUES                  $  589.6        $   802.9

EXPENSES:
   Cost of sales                                    (497.7)          (726.1)
   Operating expenses                                (77.5)           (97.1)
   General and administrative expenses               (10.8)           (13.2)
   Depreciation                                       (6.4)            (8.7)
   Amortization                         4             (5.9)            (5.1)
   Inventory recovery (write-down)
      to market                         3            (22.7)            96.2
                                                -------------  -------------
                                                    (621.0)          (754.0)
                                                -------------  -------------
OPERATING INCOME (LOSS)                              (31.4)            48.9

   Interest expense and finance
      income, net                      4,5           (11.0)           (16.2)
                                                -------------  -------------
EARNINGS (LOSS) FROM CONTINUING
   OPERATIONS BEFORE INCOME TAXES                    (42.4)            32.7

   Income tax (provision) benefit        6            (0.2)             1.1
                                                -------------  -------------
EARNINGS (LOSS) FROM CONTINUING OPERATIONS           (42.6)            33.8

   Discontinued operations, net of
     income taxes of $1.1 (1998 - $--)   7            (0.1)             1.9
                                                -------------  -------------
NET EARNINGS (LOSS)                              $   (42.7)     $      35.7
                                                =============  =============
</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,
                                                ----------------------------
                                                    1998          March 31,
                                                -------------  -------------
<S>                                                  <C>            <C>
                                                 (unaudited)     (unaudited)
CASH FLOWS OPERATING ACTIVITIES:
   Net earnings (loss)                             $  (42.7)       $   35.7
   Discontinued operations                              0.1            (1.9)

   Adjustments:
      Depreciation                                      6.4             8.7
      Amortization                                      6.4             6.4
      Inventory (recovery) write-down to market        22.7           (96.2)
      Other                                            (1.3)           (1.1)

   Cash provided by (reinvested in) working capital
      Accounts receivable, prepaid expenses and other  13.5            (9.3)
      Inventories                                     (44.6)           86.5
      Accounts payable, accrued expenses, taxes
        other than income and other                   (55.0)           (8.1)
                                                -------------  -------------
          Net cash provided by (used in) 
            operating activities                      (94.5)           20.7
                                                -------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of short-term investments                   --            (3.2)
   Sales and maturities of short-term investments        --             2.9
   Expenditures for property, plant and equipment      (5.8)          (40.6)
   Expenditures for turnaround                         (3.5)          (24.3)
   Discontinued operations                              7.3             1.1
                                                -------------  -------------
           Net cash used in financing 
             activities                                (2.0)          (64.1)
                                                -------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Long-term debt payments                             (4.1)           (0.8)
                                                -------------  -------------
      Net cash used in financing activities            (4.1)           (0.8)
                                                -------------  -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS            (100.6)          (44.2)
CASH AND CASH EQUIVALENTS, beginning of period        288.1           147.5
                                                -------------  -------------
CASH AND CASH EQUIVALENTS, end of period          $   127.5      $    103.3
                                                =============  =============
</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, 1999
(tabular dollar amounts in millions of US dollars)

1.	Basis of Preparation 

	The consolidated interim financial statements of Clark Refining & 
Marketing, Inc. and Subsidiaries (the "Company") have been reviewed by 
independent accountants.  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 
financial statements are presented in accordance with the disclosure 
requirements for Form 10-Q.  These unaudited financial statements should be 
read in conjunction with the audited financial statements and notes thereto 
included in the Company's 1998 Annual Report on Form 10-K.

	The Company has made certain reclassifications to the prior period to 
conform to current period presentation.

2.	Accounting Changes

        In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" was issued. This statement establishes accounting and 
reporting standards for derivative instruments, including certain derivative 
instruments embedded in other contracts, and for hedging activities.  The 
Company is required to adopt this statement effective January 1, 2000.  SFAS 
No. 133 will require the Company to record all derivatives on the balance 
sheet at fair value.  Changes in derivative fair value will either be 
recognized in earnings as offsets to the changes in fair value of related 
hedged assets, liabilities, and firm commitments or, for forecasted 
transactions, deferred and recorded as a component of comprehensive income 
until the hedged transactions occur and are recognized in earnings.  The 
ineffective portion of a hedging derivative's change in fair value will be 
recognized in earnings immediately.  The Company is currently evaluating when 
it will adopt this standard and the impact of the standard on the Company.  
The impact of SFAS No. 133 will depend on a variety of factors, including 
future interpretive guidance, the future level of hedging activity, the types 
of hedging instruments used, and the effectiveness of such instruments.

3.	Inventories

	The carrying value of inventories consisted of the following:

<TABLE>
                                                     December 31,    March 31,
                                                         1998           1999 
                                                    -------------  ------------
        <S>                                             <C>             <C>                                            
        Crude oil ................................   $   165.3       $   89.7
        Refined and blendstocks ..................       186.4          176.1
        LIFO inventory value excess over market ..      (105.8)          (9.6)
        Warehouse stock and other ................        21.8           21.2
                                                    -------------  ------------
                                                     $   267.7       $  277.4 
                                                    =============  ============
</TABLE>

<PAGE> 6

4.	Other Assets

	Amortization of deferred financing costs for the three-month period ended 
March 31, 1999 was $1.2 million (1998- $0.5 million) and was included in 
"Interest and finance costs, net."

	Amortization of refinery maintenance turnaround costs for the three-month 
period ended March 31, 1999 was $5.1 million (1998- $5.9 million).

5.	Interest and Finance Costs, net

	Interest and finance costs, net, consisted of the following:

<TABLE>
                                                     For the three months
                                                        ended March 31,
                                                    ----------------------
                                                       1998        1999 
                                                    ----------  ----------
        <S>                                             <C>          <C>
        Interest expense ........................    $  13.6     $  18.6
        Financing costs .........................        0.4         1.3
        Interest and finance income .............       (2.6)       (1.7)
                                                    ----------  ----------
                                                        11.4        18.2
        Capitalized interest ....................       (0.4)       (2.0)
                                                    ----------  ----------
          Interest and finance costs, net            $  11.0     $  16.2
                                                    ==========  ==========
</TABLE>

		
	Cash paid for interest expense for the three-month period ended March 31, 
1999 was $19.0 million (1998- $11.9 million).  Accrued interest payable as of 
March 31, 1999 of $12.8 million (December 31, 1998- $13.3 million) was 
included in "Accrued expenses and other."

6.	Income Taxes 

   The Company received net cash income tax refunds totaling $0.4 million 
during the first quarter of 1999 (1998 - net cash income tax payments of $0.3 
million).  The income tax provision (benefit) related to Discontinued 
Operations for the three-month period ended March 31, 1999 was $1.1 million 
(1998 - nil).  The income tax provision (benefit) for Continuing Operations 
for the same periods was $(1.1) million and $0.2 million, respectively, which 
reflects the intraperiod utilization of net operating losses.

7.	Disposition of Retail Division

  	In May, 1999, the Company signed a definitive agreement to sell its retail 
marketing operation in a recapitalization transaction to a company controlled 
by Apollo Management L.P. for cash proceeds of  approximately $230 million.  
An affiliate of the Company's principal shareholder will hold a six percent 
equity interest in the retail marketing operation.  As part of the sale 
agreement, the Company also entered into a two-year, market-based supply 
agreement for refined products that will be provided to the retail business 
through the Company's Midwest refining and distribution network.  This network
was not included in the sale.  The supply agreement may be cancelled with 90
days notice by the buyer

  	The sale of the business is expected to close in the third quarter of 
1999.  The retail marketing operation sold included all Company-operated 
retail stores, approximately 200 independently-operated, Clark-branded stores 
and the Clark trade name.  Accordingly, the operating results of the retail 
marketing operations, including the provision for income taxes, have been 
segregated from the Company's continuing operations and reported as a separate
line item as Discontinued Operations in the Consolidated Statements of 
Operations for all periods presented.

<PAGE> 7


	The retail operations' net sales revenue for the three-month period ended 
March 31, 1999 was $202.8 million (1998 - $234.0 million).  The components of 
"Net assets held for sale" included in the Company's Consolidated Balance 
Sheets for March 31, 1999 and December 31, 1998 are as follows:

<TABLE>
                
                                                December 31,      March 31,
                                                   1998              1999
                                              ---------------  -------------
        <S>                                        <C>              <C>
        Current Assets .....................    $   43.0          $  48.9
        Noncurrent Assets ..................       187.5            182.2
                                              ---------------  -------------
        Total Assets .......................       230.5            231.1
                                              ---------------  -------------
        Current Liabilities ................        62.7             61.8
        Noncurrent Liabilities .............        26.8             27.5
                                              ---------------  -------------
        Total Liabilities ..................        89.5             89.3
                                              ---------------  -------------
        Net Assets Held For Sale                $  141.0          $ 141.8
                                              ===============  =============
</TABLE>

8.	Commitments and Contingencies 

	Clark USA and the Company are 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 USA and the 
Company are 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.

	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. 
("PMI"), 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 includes the construction of additional coking and 
hydrocracking capability, and the expansion of crude unit capacity to 
approximately 250,000 barrels per day.  Although the Company and its 
shareholders are currently evaluating alternatives for financing the project, 
it is expected that the financing will be on a non-recourse basis to the 
Company.  The oil supply agreement with PMI and the construction work-in-
progress are expected to be transferred for value to a non-recourse entity 
that will likely be an affiliate of, but not be controlled by, the Company 
and its subsidiaries.  The Company expects to enter into agreements with this 
affiliate pursuant to which the Company would provide certain operating, 
maintenance and other services and would purchase the output from the new 
coking and hydrocracking equipment for further processing into finished 
products.  The Company expects to receive compensation under these agreements 
at fair market value that is expected to be favorable to the Company.

	In the event the project financing cannot be completed on a non-recourse 
basis to the Company as contemplated, the restrictions in the Company's 
existing debt instruments would likely prohibit the Company and its 
subsidiaries from raising the financing themselves and thus completing the 
project.  Notwithstanding the foregoing, however, 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 March 31, 1999, non-cancelable amounts of approximately $65 million had 
accumulated under these purchase orders.  Additional purchase orders and 
commitments have been made and are expected to continue to be made during 
1999.  If the project were cancelled, the Company would be required to pay a 
termination fee of $200,000 per month to PMI from September 1, 1998 to the 
cancellation date.  In addition, the Company would be subject to payment of 
the non-cancelable commitments and required to record a charge to earnings for 
all expenditures to date.  Although the financing is expected to be completed 
by mid-1999, there can be no assurance that the financing for the project will 
be successful or that the project can be completed as contemplated.

<PAGE> 8

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

Results of Operations
Financial Highlights

	The following table reflects the Company's financial and operating 
highlights for the three month periods ended March 31, 1998 and 1999.  All 
amounts listed are dollars in millions, except per barrel information.  The 
table provides supplementary data and is not intended to represent an income 
statement presented in accordance with generally accepted accounting 
principles.

Operating Income:
<TABLE>
                                                 For the three months
                                                    ended March 31,
                                              ---------------  ------------
                                                    1998           1999
                                              ---------------  ------------
<S>                                                   <C>           <C>
Port Arthur Refinery
        Crude oil throughput (m bbls/day)          222.2           213.0
        Production (m bbls/day)                    218.9           214.0
        Gross margin ($/barrel of production)    $  3.89        $   2.10
        Gulf Coast 3/2/1 crack spread ($/barrel)    2.50            1.21
        Operating expenses                         (45.4)          (40.2)
        Net margin                               $  31.3        $    0.2

Midwest Refineries and Other
        Crude oil throughput (m bbls/day)          109.5           242.4
        Production (m bbls/day)                    116.1           261.4
        Gross margin ($/barrel of production)    $  2.74        $   1.22
        Chicago 3/2/1 crack spread ($/barrel)       2.65            1.79
        Operating expenses                         (32.1)          (56.9)
        Net margin                               $  (3.5)       $  (28.2)

General and administrative expenses                (10.8)          (13.2)
                                              ---------------  ------------
        Operating Contribution                      17.0           (41.2)
Inventory timing adjustment gain (loss) (a)        (13.4)            7.7
Inventory recovery (write-down) to market          (22.7)           96.2
Depreciation and amortization                      (12.3)          (13.8)
                                              ---------------  ------------
        Operating income (loss)                  $ (31.4)        $  48.9
                                              ===============  ============
</TABLE>


(a)	Includes gains and losses caused by the 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.

	In the first quarter of 1999, the Company recorded net earnings from 
continuing operations of $33.8 million versus a loss of $42.6 million in the 
same period a year ago.  Net earnings in 1999 benefited from an increase in 
crude oil prices during the quarter as demonstrated by the over $4.60 per 
barrel in WTI crude oil prices along with a larger increase in refined 
product prices.  This increase resulted in inventory gains of $103.9 million 
as compared to inventory losses of $36.1 million in 1998.  In 1999, these 
inventory gains were made up of a recovery of previous non-cash inventory 
writedowns of $96.2 million (1998 - loss of $22.7 million) and the cash 
benefit of the price increases on the lag between crude oil purchases and 
product sales of $7.7 million (1998 - loss of $13.4 million).

	Net sales and operating revenues increased approximately 36% in the first 
three months of 1999 as compared to the same period of 1998.  This increase 
was due to additional sales volumes principally resulting from the acquisition 
of the Lima refinery in August 1998 that were only partially offset in the 
period by lower average petroleum prices.

<PAGE> 9

        Operating Contribution (earnings before interest, depreciation, 
amortization, inventory-related items and taxes) was a loss of $41.2 million 
in the first quarter of 1999, which was below the Operating Contribution of 
$17.0 million in the same period a year ago principally due to lower refining 
margins.  Gulf Coast refining margin indicators decreased $1.29 per barrel and 
Midwest indicators decreased $0.86 per barrel in the first quarter of 1999 as 
the third consecutive warmer-than-normal winter heating season bloated 
industry inventories.  In addition, discounts for heavy and sour crude oil 
were compressed relative to year-ago levels.  This compression was due to the 
low absolute crude oil prices, reduced Canadian heavy sour crude oil 
production, and OPEC production cuts disproportionately affecting heavy crude 
oil barrels.

	Crude oil throughput and related production in the Company's Midwest 
refineries was higher in the first quarter of 1999 principally because of the 
addition of the Lima refinery in August 1998.  However, the increase in 
production resulting from the Lima refinery was partially offset by a 
reduction in throughput due to the poor refining margins, a leak in a major 
interstate crude oil pipeline supplying the Midwest refineries and lower 
throughput associated with a maintenance turnaround at the Lima refinery.  
The lower production associated with the maintenance turnaround resulted in a 
lost margin opportunity of approximately $5 million for the quarter.  Crude 
oil throughput and production was also reduced at the Port Arthur refinery 
due to the poor first quarter 1999 refining margins.

	Midwest refining operating expenses increased because of the addition of 
the Lima refinery.  Port Arthur operating expenses were reduced in the first 
quarter of 1999 due to lower maintenance and gain sharing expenses and the 
positive impact of lower natural gas prices on fuel costs.

Other Financial Highlights

	General and administrative expenses increased in the first quarter of 1999 
over the comparable periods of 1998 principally because of costs related to 
the addition of the Lima refinery and costs associated with year 2000 
remediation and upgrades.  The Company has expended $3.1 million from 
inception of its year 2000 program through March 31, 1999.  The Company is on 
target with its year 2000 program that is discussed in more detail in the 
Company's Annual Report on Form 10-K for the year ended December 31, 1998.

	Interest and finance costs, net for the three months ended March 31, 1999 
increased over the comparable period in 1998 principally because of increased 
debt associated with the acquisition of the Lima refinery.  Depreciation and 
amortization expense also increased in the three months ended March 31, 1999 
over the comparable period in 1998 principally because of the acquisition of 
the Lima refinery. 

Sale of Retail Division

	In May 1999, the Company signed a definitive agreement to sell its retail 
marketing operation in a recapitalization transaction to a company controlled 
by Apollo Management L.P. for cash proceeds of approximately $230 million.  
See Exhibit 10.0 Asset Contribution and Recapitalization Agreement.  An 
affiliate of the Company's principal shareholder will hold a six percent 
equity interest in the retail marketing operation.  As part of the sale 
agreement, the Company also entered into a two-year market-based supply 
agreement for refined products that will be provided to the retail business 
through the Company's Midwest refining and distribution network.  This network
was not included in the sale.  The supply agreement may be cancelled with 90
days notice by the buyer.  The retail marketing operation is being sold in
order to allow the Company to focus its human and financial resources on the
continued improvement and expansion of its refining business, which it
believes will generate higher future returns.  

	The retail marketing operations were classified as a discontinued operation 
and the results of operations were excluded from continuing operations in the 
consolidated statements of operations for the periods ending
March 31, 1998 and 1999.  A gain on the sale is expected to be recognized
and the transaction is expected to close in the third quarter of 1999.
The retail marketing operation sold includes all Company-operated retail
stores, approximately 200 independently-operated, Clark-branded stores
and the Clark trade name.

<PAGE> 10

Liquidity and Capital Resources

	Net cash used in operating activities, excluding working capital changes, 
for the three months ended March 31, 1999 was $48.4 million compared to cash 
used of $8.4 million in the year-earlier period.  Working capital as of March 
31, 1999 was $340.8 million, a 1.95-to-1 current ratio, versus $356.9 million 
as of December 31, 1998, a 1.97-to-1 current ratio.  Working capital at 
December 31, 1998 and March 31, 1999 included the retail division net assets 
held for sale.  Total working capital decreased in the first quarter of 1999 
principally due to the cash used in operating activities and significant 
capital expenditures, which were only partially offset by the positive impact 
of increased petroleum prices on inventory.

	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 up to the lesser 
of $700 million, or the amount of a borrowing base calculated with respect to 
the Company's cash, short-term investments, eligible receivables and 
hydrocarbon inventories.  Direct borrowings under the Credit Agreement 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 March 31, 1999 was $450 million and approximately $292 
million of the facility was utilized for letters of credit.  As of March 31, 
1999, there were no direct borrowings under the Credit Agreement.  The Credit 
Agreement expires on December 31, 1999 and the Company expects to amend or 
replace the agreement by the end of 1999.

	Cash flows used in investing activities in the first three months of 1999 
were $64.1 million as compared to $2.0 million in the year-earlier period.  
Cash flow used in investing activities in 1999 was higher than the previous 
year's first quarter principally due to increased scheduled maintenance 
turnaround expenditures at the Lima and Port Arthur refineries ($24.3 
million), and increased capital expenditures. Expenditures for property, plant 
and equipment totaled $40.6 million (1998 - $5.8 million) in the first three 
months of 1999 principally related to a project to upgrade the Port Arthur 
refinery to allow it to process up to 80% heavy sour crude oil ($33.3 
million).

	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. 
("PMI"), 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 includes the construction of additional coking and 
hydrocracking capability, and the expansion of crude unit capacity to 
approximately 250,000 barrels per day.  Although the Company and its 
shareholders are currently evaluating alternatives for financing the project, 
it is expected that the financing will be on a non-recourse basis to the 
Company.  The oil supply agreement with PMI and the construction work-in-
progress are expected to be transferred for value to a non-recourse entity 
that will likely be an affiliate of, but not be controlled by, the Company 
and its subsidiaries.  The Company expects to enter into agreements with this 
affiliate pursuant to which the Company would provide certain operating, 
maintenance and other services and would purchase the output from the new 
coking and hydrocracking equipment for further processing into finished 
products.  The Company expects to receive compensation under these agreements 
at fair market value that is expected to be favorable to the Company.

	In the event the project financing cannot be completed on a non-recourse 
basis to the Company as contemplated, the restrictions in the Company's 
existing debt instruments would likely prohibit the Company and its 
subsidiaries from raising the financing themselves and thus completing the 
project.  Notwithstanding the foregoing, however, the Company has begun 
entering into purchase orders, some of which contain cancellation penalties 
and similar provisions, for material, equipment and services related to this 
project.  As of March 31, 1999, non-cancelable amounts of approximately $65 
million had accumulated under these purchase orders.  Additional purchase 
orders and commitments have been made and are expected to continue to be made 
during 1999.  If the project were canceled, the Company would be required to 
pay a termination fee of $200,000 per month to PMI from September 1, 1998 to 
the cancellation date.  In addition, the Company would be subject to payment 

<PAGE> 11

of the non-cancelable commitments and required to record a charge to earnings
for all expenditures to date.  Although the financing is expected to be 
completed by mid-1999, there can be no assurance that the financing for the 
project will be successful or that the project can be completed as 
contemplated.

	Cash flows used in financing activities for first quarter of 1999 decreased 
as compared to the same period in 1998 principally because of the repurchase 
in 1998 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, excluding the Port Arthur heavy sour crude oil 
upgrade project which the Company expects to finance by mid-1999.  Future 
working capital investments, discretionary or non-discretionary capital 
expenditures, or acquisitions may require additional debt or equity financing.


Forward-Looking Statements

	Certain statements in this document are forward-looking statements within 
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of 
the Securities Exchange Act of 1934.  These statements are subject to the 
safe harbor provisions of this legislation.  Words such as "expects," 
"intends," "plans," "projects," "believes," "estimates" and similar 
expressions typically identify such forward-looking statements.  

	Even though the Company believes its expectations regarding future events 
are based on reasonable assumptions, forward-looking statements are not 
guarantees of future performance.  There are many reasons why actual results 
could, and probably will, differ from those contemplated in the Company's 
forward-looking statements.  These include changes in:

*  Industry-wide refining margins
*  Crude oil and other raw material costs, embargoes, industry expenditures 
   for the discovery and production of crude oil, and military conflicts 
   between (or internal instability in) one or more oil-producing countries
*  Market volatility due to world and regional events
*  Availability and cost of debt and equity financing
*  Labor relations
*  U.S. and world economic conditions (including recessionary trends, 
   inflation and interest rates) 
*  Supply and demand for refined petroleum products
*  Reliability and efficiency of the Company's operating facilities.  There 
   are many hazards common to operating oil refining and distribution 
   facilities (including equipment malfunctions, plant construction/repair 
   delays, explosions, fires, oil spills and the impact of severe weather)
*  Actions taken by competitors (including both pricing and expansion or 
   retirement of refinery capacity)
*  Civil, criminal, regulatory or administrative actions, claims or 
   proceedings (both domestic and international), and regulations dealing with 
   protection of the environment (including refined petroleum product 
   composition and characteristics)
* Other unpredictable or unknown factors not discussed 

	Because of all of these uncertainties, and others, you should not place 
undue reliance on the Company's forward-looking statements.

<PAGE> 12

PART II - OTHER INFORMATION

ITEM 5 - Other Information

Resignation of Director

	Effective May 4, 1998, Glenn H. Hutchins resigned as a director of the 
Company and Clark USA.  No replacement was immediately named to replace Mr. 
Hutchins.

Sale of Retail Division

	In May 1999, the Company signed a definitive agreement to sell its retail 
marketing operation in a recapitalization transaction to a company controlled 
by Apollo Management L.P. for cash proceeds of approximately $230 million.  
See Exhibit 10.0 Asset Contribution and Recapitalization Agreement.  An 
affiliate of the Company's principal shareholder will hold a six percent 
equity interest in the retail marketing operation.  As part of the sale 
agreement, the Company also entered into a two-year market-based supply 
agreement for refined products that will be provided to the retail business 
through the Company's Midwest refining and distribution network.  This network
was not included in the sale.  The supply agreement may be cancelled with 90
days notice by the buyer.  The retail marketing operation is being sold in
order to allow the Company to focus its human and financial resources on the
continued improvement and expansion of its refining business, which it
believes will generate higher future returns.  

	The retail marketing operations were classified as a discontinued operation 
and the results of operations were excluded from continuing operations in the 
consolidated statements of operations for the periods ending March 31, 1998 
and 1999.  A gain on the sale is expected to be recognized and the transaction 
is expected to close in the third quarter of 1999.  The retail marketing 
operation sold includes all Company-operated retail stores, approximately 200 
independently-operated, Clark-branded stores and the Clark trade name.  


ITEM 6 - Exhibits and Reports on Form 8-K

	(a)	Exhibits

                Exhibit 10.0 - Asset Contribution and Recapitalization Agreement
		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 14, 1999