AMENDMENT NO. 6
                                TO
                    ATLANTIC RICHFIELD COMPANY
                       ANNUAL INCENTIVE PLAN
                    ___________________________
                                 
Pursuant to the power of amendment reserved therein, the following
amendment is hereby made to the Atlantic Richfield Company  Annual
Incentive Plan (the "Plan") effective as of July 28, 1997.

1.    Section 2, Subsections (f), (j), (l), (bb), (ff) and (ii) of
the Plan are amended to read as follows:

           "(f)  "Award"  means an annual award to  a  participant
     pursuant to Section 7 of the Plan."
     
           "(j)  "Board"  means  the Board of  Directors  of  ARCO
     established by the Articles of Incorporation of ARCO."
     
           "(l) "Committee" means the Organization and Compensation
     Committee of the Board."
     
           "(bb)     "Anticipatory Change of Control" means (1) the
     execution of an agreement or a written document which, if the
     subject thereof were consummated, would result in a Change of
     Control;  (2) a public announcement by any Person,  including
     ARCO,   of   an  intent  to  take  an  action(s)  which,   if
     consummated, would result in a Change of Control; or (3)  the
     delivery of a signed, written statement to the Trustee of the
     Change of Control Trust and ARCO's Independent Auditor by the
     Chief  Financial Officer of ARCO and General Counsel of  ARCO
     that an Anticipatory Change of Control is in effect, provided
     that,  with  respect to any of the above three circumstances,
     the  Anticipatory  Change of Control shall not  be  effective
     until approved by either the Board or the Executive Committee
     of the Board."
     
           "(ff)      "Change  of Control Trust" means  the  trust
     established  by  ARCO  to  provide for  the  payment  of  any
     benefits,  in whatever form is required, under this  Plan  on
     and after a Change of Control."
     
           "(ii)     "Special Plan Administrator" means the entity
     designated  in the Change of Control Trust, which shall  have
     full  administrative powers under Section 3 of this  Plan  on
     and after a Change of Control, including, but not limited to,
     all   interpretive  and  decision  powers  reserved  to   the
     Committee prior to a Change of Control."
     
2.    Section  2, Subsection (jj) is deleted and a new  Subsection
(jj) is added to Section 2 of the Plan to read as follows:

          (jj) "Executive Committee" means the Executive Committee
          of the Board as established by the Board of Directors of
          ARCO."

                                  - 1 -

     
3.   Section 6, Subsections (a) and (b) of the Plan are amended to
read as follows:

           "(a) If an Employee in Grade classification E0, E1, E2,
     E3, E4,10 and 9 (or the equivalent thereof) as of the date of
     a  Change of Control terminates employment during the Benefit
     Trigger  Window under any of the circumstances  described  in
     Subsection  6(b),  a  cash payment  shall  be  made  to  such
     Employee as described in Subsection 6(c).

          (b)  Termination of Employment shall mean termination of
     employment during the Benefit Trigger Window, other than  due
     to  voluntary termination or for cause, and with  respect  to
     Grades  E0,  E1,  E2  and E3 shall also mean  the  Employee's
     voluntary  termination  following  management's  request   to
     accept a (1) demotion to a lesser job, (2) reduction in  Base
     Salary  plus  Salary  Grade  Target  Award  described   under
     Subsection 5(b) of ten percent or more, or (3) relocation  of
     the  principal  place  of  work  which  would  constitute   a
     deductible  moving expense under 217 of the Internal  Revenue
     Code.  With respect to Grades E4, 10 and 9, only Clauses  (2)
     and (3) shall apply."


     Executed this 5th day of November, 1998

ATTEST                             ATLANTIC RICHFIELD COMPANY


   /s/ ARMINEH SIMONIAN                 /s/ JOHN H. KELLY
BY:______________________         BY: _________________________
                                        John H. Kelly
                                        Senior Vice President
                                        Human Resources