AMENDMENT NO. 1
                               TO
         ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II
                                
                   __________________________


      Pursuant  to  resolutions adopted by Board of Directors  on
June  27, 1994, the Atlantic Richfield Capital Accumulation  Plan
II (the "Plan") is hereby amended effective as of July 1, 1994:

1.   Subparagraph  1.3(b) of the Plan  is  amended  to  read  as
     follows:

     "(b) In  determining the Earnings of a Member, the rules  of
          414(q)(6)  of the Code shall apply, except in  applying
          such  rules, the term "family" shall include  only  the
          spouse of the Member and any lineal descendants of  the
          Member who have not attained age 19 before the close of
          the  year.  If, as a result of the application of  such
          rules  the  adjusted  Annual  Earnings  limitation   is
          exceeded,  then the limitation shall be prorated  among
          the  affected  individuals in proportion to  each  such
          individual's   Earnings   as  determined   under   this
          paragraph prior to the application of this limitation."

2.   Subparagraph  1.13(b)(vii) of the Plan  is  amended  to
     read as follows:

     "(vii) Compensation, for purposes of this Paragraph 1.13
            means  compensation within the meaning of 415(c)(3)  of
            the   Code   without  regard  to  125,  402(e)(3)   and
            402(h)(1)(B) of the Code."

3.   Paragraph 2.1 of the Plan is amended to read as follows:

     "2.1 Membership
     
          An  Employee  who  is  paid on a United  States  dollar
          payroll  of  the  Company may become a  Member  on  the
          earlier of (a) or (b) below:
          
          (a)  Completion  of  six  months  of  Credited  Company
               Service,
          
          (b)  Completion of 1,000 Hours of Service during any 12-
               consecutive-month   period   commencing   on   the
               Employee's  date of employment or any  anniversary
               thereof.
          
          To  become  a  Member, an Employee must  enter  into  a
          Salary  Reduction Agreement in accordance with  Section
          3."
          
4.   A  new  Paragraph 4.8 is added to the Plan to  read  as
     follows:

     "4.8 Exclusive Benefit
     
          The  corpus or income of the trust may not be  divested
          to  or used for other than the exclusive benefit of the
          Members   and   their  beneficiaries  and   to   defray
          reasonable expenses of administering the Plan."

5.   The second paragraph of Paragraph 5.2 is amended to read as
     follows:

     "All Financed Shares acquired by the Plan shall initially be
     credited  to a loan suspense account, and will be  allocated
     to the Members' Accounts only as payments on the Acquisition
     Loan  are made.  Release from the loan suspense account  for
     allocation to Members' Accounts in each Plan Year  shall  be
     based on shares of stock or other non-monetary units, rather
     than by dollar amount, and shall not be less than the number
     calculated as follows:"

     Executed this 27th day of March, 1996.


ATTEST                                 ATLANTIC RICHFIELD COMPANY


    /s/  ARMINEH SIMONIAN                    /s/ JOHN H. KELLY
By:_______________________             By:__________________________
                                             JOHN H. KELLY
                                             Vice President
                                             Human Resources