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                                                                    EXHIBIT 25.2


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                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [ ]



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)



                                                          
New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)



                                   ----------


                           ATLANTIC RICHFIELD COMPANY
               (Exact name of obligor as specified in its charter)



                                                          
Delaware                                                     23-0371610
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


515 South Flower Street
Los Angeles, California                                      90071
(Address of principal executive offices)                     (Zip code)


                             ----------------------

                                 Debt Securities
                       (Title of the indenture securities)


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1.      GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE 
        TRUSTEE:

        (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.



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                  Name                                        Address
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        Superintendent of Banks of the State of              2 Rector Street, New York,
        New York                                             N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                     33 Liberty Plaza, New York, N.Y.  10045

        Federal Deposit Insurance Corporation                Washington, D.C. 20429

        New York Clearing House Association                  New York, New York 10005


        (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

        None.

16.     LIST OF EXHIBITS.

        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(d).

        1.     A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
               T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed with Registration Statement No. 
               33-44051.)

        7.     A copy of the latest report of condition of the Trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority.



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                                    SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 29th day of December, 1998.


                                              THE BANK OF NEW YORK



                                              By:  /s/ MARIE E. TRIMBOLI
                                                   -----------------------------
                                                   Name:  Marie E. Trimboli
                                                   Title: Assistant Treasurer




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                       Consolidated Report of Condition of
                              THE BANK OF NEW YORK
                     of 48 Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 1998,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



ASSETS                                                        Dollar Amounts
                                                               in Thousands
                                                              --------------
                                                           
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin.          $7,301,241
   Interest-bearing balances..........................           1,385,944
Securities:
   Held-to-maturity securities........................           1,000,737
   Available-for-sale securities......................           4,240,655
Federal funds sold and Securities purchased under                  971,453
   agreements to resell...............................
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income............... 38,788.269
   LESS: Allowance for loan and
     lease losses............632,875
   LESS: Allocated transfer risk
     reserve........................0
   Loans and leases, net of unearned income,                    38,155,394
     allowance, and reserve...........................
Assets held in trading accounts.......................           1,307,562
Premises and fixed assets (including capitalized                   670,445
   leases)............................................
Other real estate owned...............................              13,598
Investments in unconsolidated subsidiaries and                     215,024
   associated companies...............................
Customers' liability to this bank on acceptances                   974,237
   outstanding........................................
Intangible assets.....................................           1,102,625
Other assets..........................................           1,944,777
                                                               -----------
Total assets..........................................         $59,283,692
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LIABILITIES
Deposits:
   In domestic offices................................         $26,930,258
   Noninterest-bearing......................11,579.390
   Interest-bearing.........................15,350,868
   In foreign offices, Edge and Agreement                       16,117,854
     subsidiaries, and IBFs...........................
   Noninterest-bearing.........................187,464
   Interest-bearing.........................15,930,390
Federal funds purchased and Securities sold under                2,170,238
   agreements to repurchase...........................
Demand notes issued to the U.S.Treasury...............             300,000
Trading liabilities...................................           1,310,867
Other borrowed money:
   With remaining maturity of one year or less........           2,549,479
   With remaining maturity of more than one year                         0
     through three years..............................
   With remaining maturity of more than three years...              46,654
Bank's liability on acceptances executed and                       983,398
   outstanding........................................
Subordinated notes and debentures.....................           1,314,000
Other liabilities.....................................           2,295,520
                                                               -----------
Total liabilities.....................................          54,018,268
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EQUITY CAPITAL
Common stock..........................................           1,135,284
Surplus...............................................             731,319
Undivided profits and capital reserves................           3,385,227
Net unrealized holding gains (losses) on                            51,233
   available-for-sale securities......................
Cumulative foreign currency translation adjustments...         (   37,639)
                                                               -----------
Total equity capital..................................           5,265,424
                                                               -----------
Total liabilities and equity capital..................         $59,283,692
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         I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                               Robert E. Keilman

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                        -
     J. Carter Bacot
     Thomas A. Renyi      -    Directors
     Alan R. Griffith
                        -

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