AMENDMENT NO. 4
                               TO
                   ATLANTIC RICHFIELD COMPANY
             SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN
                   __________________________

Pursuant  to  the  power  of  amendment  reserved  therein,   the
following  amendment  is  hereby made to the  Atlantic  Richfield
Company  Supplementary  Executive Retirement  Plan  (the  "Plan")
effective as of August 1, 1997.

Article IX, Section 6 of the Plan is amended to read as follows:

"Section 6.    Change of Control

6.1       During an Anticipatory Change of Control as defined  in
the  Supplemental Executive Benefit Plans Trust Agreement between
Atlantic  Richfield  Company  and State  Street  Bank  and  Trust
Company,  as  adopted on July 1, 1994 and amended  from  time-to-
time   thereafter,   and   incorporated  herein   by   reference,
notwithstanding any other provision to the contrary in this Plan,
the following provisions shall apply:

     (a)   No  new  participants  or beneficiaries  may  commence
participation in the Plan; and
     
     (b)   No new elections of distribution options or any  other
participant elections may be made.
     
6.2        Upon the occurrence of a Change of Control as  defined
in  the  Supplemental  Executive Benefit  Plans  Trust  Agreement
between  Atlantic  Richfield Company and State  Street  Bank  and
Trust  Company, as adopted on July 1, 1994 and amended from time-
to-time   thereafter,  and  incorporated  herein  by   reference,
notwithstanding any other provision to the contrary in this Plan,
the following provisions shall apply:

      (a)   The  Plan  shall be terminated with  respect  to  all
Participants who were employed on or after October  1,  1990  and
who either are in receipt of an annuity or who are entitled to  a
benefit,  a  portion of which is attributable to the Supplemental
Benefit calculated under Article II of the Plan.

      (b)  Benefits of Participants described in Subparagraph (a)
shall be treated as follows:

           (1)  With respect to any Participant or Beneficiary in
receipt  of  an  annuity form of payment, such annuity  shall  be
converted to an Actuarial Equivalent Lump Sum in accordance  with
actuarial   factors   established   by   the   Independent   Plan
Administrator, with verification by an independent actuary.

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           (2)   With  respect to any Participant who is  not  in
receipt  of  an  annuity  and  a  portion  of  whose  benefit  is
attributable to the Supplemental Benefit calculated under Article
II  of  the Plan, the total accrued benefit under the Plan as  of
the  date  of  the Change of Control shall be calculated  by  the
Independent   Plan   Administrator,  based   upon   records   and
information,  including  benefit calculations,  provided  by  the
Company  prior to a Change of Control, and the Participant  shall
be entitled to such accrued benefit.

           (3)   The Actuarial Equivalent Lump Sum value  of  the
accrued benefit calculated under the preceding subparagraph shall
also  be calculated using the actuarial factors established under
Subparagraph (1) above with respect to Participants:

                (i)  Who were employed by the Company on the date
of  the Change of Control or were employed by the Company  on  or
after October 1, 1990; and

                (ii)  Who have yet to commence a distribution.

       (c)    Participants  and  Beneficiaries  described   under
Subparagraph (a) shall be permitted to elect disposition  of  the
benefit,  in  accordance  with  procedures  established  by   the
Independent Plan Administrator, as follows:

           (1)   Single payment of the Actuarial Equivalent  Lump
Sum value calculated under Subparagraph (b) above in cash as soon
as possible following the Change of Control; or

           (2)   Transfer of benefit obligations from the Plan
equaling the Actuarial Equivalent Lump Sum value calculated under
Subparagraph (b) above to the Atlantic Richfield Executive Deferral
Plan as soon as possible following the Change of Control, under which
such  benefit  obligations shall be maintained as a new  deferral
account, payable in accordance with an election made pursuant  to
procedures  established  by  the Independent  Plan  Administrator
under the Atlantic Richfield Executive Deferral Plan.

       (d)   The Independent Plan Administrator appointed pursuant
to   the  Trust  Agreement  described  above  shall  assume  full
responsibility of the Plan Administrator under Article VII of the
Plan,   subject  to  any  approvals,  concurrences  or  authority
reserved  to the Advisory and Claims Committee established  under
the Trust Agreement described above."

     Executed this 5th day of November, 1998.

ATTEST:                            ATLANTIC RICHFIELD COMPANY


BY: /s/ Armineh Simonian           BY:  /s/ JOHN H. KELLY
    ---------------------             ------------------------
                                        John H. Kelly
                                        Senior Vice President
                                        Human Resources

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