AMENDMENT NO. 1
                               TO
               ATLANTIC RICHFIELD SAVINGS PLAN III
                                
                   __________________________


     Pursuant  to  resolutions adopted by Board of Directors  on
June  27,  1994,  the Atlantic Richfield Savings  Plan  III  (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 Base Pay 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 Base Pay limitation  is  exceeded,
          then  the  limitation  shall  be  prorated  among   the
          affected   individuals  in  proportion  to  each   such
          individual's   Base  Pay  as  determined   under   this
          paragraph prior to the application of this limitation."

2.   Subparagraph  1.10(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."
          
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."

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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

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