AMENDMENT NO. 2
                                       TO
                           ATLANTIC RICHFIELD COMPANY
                    STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

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Pursuant to the authority contained in resolutions adopted by Board of Directors
on March 24, 1997, the Atlantic Richfield Company Stock Option Plan For Outside
Directors (the "Plan") is hereby amended effective as of April 1, 1997.

Section 5.7 of the Plan is amended to read as follows:

"5.7 Dividend Share Credits.  Dividend Share Credits shall be credited as
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     provided in Paragraph 2.6 of the Plan.  Upon exercise of any Stock Option,
     in whole or in part, a payment in shares of Common Stock shall be made to
     the optionee in an amount equal to the Fair Market Value of a share of
     Common Stock multiplied by the total number of Dividend Share Credits
     attributable to the shares of Common Stock as to which the Stock Option was
     exercised on such date.  Upon expiration of any Stock Option at the end of
     its original maximum term or upon an optionee's election to surrender for
     cancellation, to the extent then exercisable, Stock Options held by the
     optionee, a payment in shares of Common Stock shall be made to the optionee
     in an amount equal to the Fair Market Value of a share of Common Stock
     multiplied by the total number of Dividend Share Credits attributable to
     the shares of Common Stock relating to the expired or canceled Stock
     Option, less the amount by which the aggregate option price of the shares
     subject to such expired or canceled options exceeds the Fair Market Value
     of such shares on such date.

     In any circumstance in which an optionee is due payment with respect to
     Dividend Share Credits as described in the preceding paragraph, the
     optionee may elect to receive a cash payment in respect of such shares, in
     which case the shares of Common Stock otherwise payable to the optionee
     shall be sold by the Company, 

 
     at no cost to the optionee, and the equivalent cash payment shall be made
     to the optionee."

Executed This 26th day of March, 1997.

ATTEST:                                ATLANTIC RICHFIELD COMPANY

             
BY: /s/ Roberta F. Spohn               BY: /s/ JOHN H. KELLY
   ---------------------------------      ---------------------------------
                                            JOHN H. KELLY
                                            Senior Vice President
                                            Human Resources

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