EXHIBIT 3.6

                               TO ALL HOLDERS OF
              ARCO $3.00 Cumulative Convertible Preference Stock
                               ($1.00 Par Value)
                            CUSIP number 048825202

  NOTICE IS HEREBY GIVEN THAT Atlantic Richfield Company (the "Company"),
pursuant to its rights under the terms of its $3.00 Cumulative Convertible
Preference Stock, par value $1.00 per share (the "$3.00 Preference Stock"), as
evidenced in the description of the $3.00 Preference Stock on the share
certificates and in the Company's Certificate of Incorporation, has elected to
redeem all of the outstanding $3.00 Preference Stock on April 27, 2001 (the
"Redemption Date"). Upon redemption, for each share redeemed the Company shall
pay to the holder, as required by the Company's Certificate of Incorporation,
the stated redemption price of $82.00 per share, together with the amount of
accrued and unpaid dividends on each such share (whether or not earned or
declared) to the Redemption Date, plus a voluntary supplemental cash payment
in the amount, if any, required to cause the total per share cash payment to
be received by such holder (the "Redemption Payment"), to equal the market
value of 22.304 BP American Depositary Shares ("BP ADSs"). The market value
shall be determined by the average of the last sale prices for a BP ADS on the
New York Stock Exchange over the four trading days ending on the last trading
day prior to the Redemption Date. The number 22.304 represents the number of
BP ADSs into which each share of $3.00 Preference Stock is convertible through
April 20, 2001. The Redemption Payment shall be payable to the holders of the
shares to be redeemed, subject to the surrender of the share certificates
therefor, as soon as practicable on or after the Redemption Date. The amount
distributed for each share of $3.00 Preference Stock will be reduced by any
amounts required to be withheld by the Company or its agent on account of any
applicable withholding taxes.
  In accordance with the Company's Certificate of Incorporation, upon
redemption of the $3.00 Preference Stock, the holders thereof will have no
interest in or claim against the Company or its agents other than the right to
receive the Redemption Payment upon the proper surrender of the shares of
$3.00 Preference Stock, subject to the conversion right described below. On
and after the Redemption Date, the Company will ensure that EquiServe Trust
Company N.A., P.O. Box 842010, Boston, MA 02284-2010 (the "Redemption Agent")
will have the funds required from time to time to pay the Redemption Payment
in respect of all shares to be redeemed, upon surrender of share certificates
for the $3.00 Preference Stock pursuant to the instructions in the Election
and Transmittal Form sent to all holders of record of shares of $3.00
Preference Stock. Trading of the $3.00 Preference Stock on the New York Stock
Exchange will cease at the end of trading on April 26, 2001.
  Holders intending to exercise their right to convert their shares of $3.00
Preference Stock into BP ADSs must exercise that option on or before midnight,
New York time, on April 20, 2001 by presenting and surrendering the shares to
be converted in accordance with the instructions in the Election and
Transmittal Form.
  The method of delivery of the Preference Stock share certificates and the
Election and Transmittal Form is at the option and risk of the $3.00
Preference Stock shareholder. If forwarded by mail, registered mail is
recommended for your protection.
  The shares of $3.00 Preference Stock need not be endorsed if payment is to
be made to the registered holder. If payment is to be made to other than the
registered holder, transfer requirements will be applicable.


  Remittance of the Redemption Payment will be made as soon as possible after
the Redemption Date upon presentation and surrender of the shares of $3.00
Preference Stock to be redeemed in accordance with the instructions in the
Election and Transmittal Form, at the offices of the Redemption Agent, as
follows:


                                            
                  By Mail:                                 By Overnight Courier:
        EquiServe Trust Company N.A.                    EquiServe Trust Company N.A.
               P.O. Box 842010                              40 Campanelli Drive
        Corporate Actions Department                        Braintree, MA 02184
            Boston, MA 02284-2010                    Attn: Corporate Actions Dept./Arco


                                   By Hand:
                         EquiServe Trust Company N.A.
               c/o Securities Trust Company & Reporting Services
                         Attn: Corporate Actions Dept.
                              100 William Street
                              New York, NY 10038

Dated: March 28, 2001
Los Angeles, CA