The goal of clustering is to identify distinct groups in a dataset. Compared to non-parametric clustering methods like complete linkage, hierarchical model-based clustering has the advantage of offering a way to estimate the number of groups present in the data. However, its computational cost is quadratic in the number of items to be clustered, and it is therefore not applicable to large problems. We review an idea called Fractionation, originally conceived by Cutting, Karger, Pedersen and Tukey for non-parametric hierarchical clustering of large datasets, and describe an adaptation of Fractionation to model-based clustering. A further extension, called Refractionation, leads to a procedure that can be successful even in the difficult situation where there are large numbers of small groups. Supported by NSA grant 62-1942. Supported by NSF grant DMS-9803226 and NSA grant 62-194 2. 1