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                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

     Each person signature appears below hereby constitutes and appoints Marie 
L. Knowles, J. Kenneth Thompson, Donald R. Voelte, Jr., Michael E. Wiley, Bruce
G. Whitmore, Terry G. Dallas and Allan L. Comstock, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, in connection with the issuance of any securities
authorized by the Board of Directors of Atlantic Richfield Company (the
"Company") or by the Executive Committee thereof pursuant to due authorization
by such Board for issuance by the Company, (1) to execute and file, or cause to
be filed, with the Securities and Exchange Commission (the "Commission"), (A)
Registration Statements and any and all amendments (including post-effective
amendments) thereto and to file, or cause to be filed, all exhibits thereto and
other documents in connection therewith as required by the Commission in
connection with such registration under the Securities Act of 1933, as amended,
and (B) any report or other document required to be filed by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as amended, (2)
to execute and file, or cause to be filed, any application for registration or
exemption therefrom, any report or any other document required to be filed by
the Company under the Blue Sky or securities laws of any of the United States,
and to furnish any other information required in connection therewith, (3) to
execute and file, or cause to be filed, any application for registration or
exemption therefrom under the securities laws of any jurisdiction outside the
United States, including any reports or other documents required to be filed
subsequent to the issuance of such securities, and (4) to execute and file, or
cause to be filed, any application for listing such securities on the New York
Stock Exchange, the Pacific Stock Exchange, the London Stock Exchange or any
other securities exchange in any other jurisdiction where any such securities
are proposed to be sold, granting to such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act required
to be done as he or she might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue of this power of attorney. Each person
whose signature appears below may at any time revoke this power of attorney as
to himself or herself only by an instrument in writing specifying that this
power of attorney is revoked as to him or her as of the date of execution of
such instrument or at a subsequent specified date. This power of attorney shall
be revoked automatically with respect to any person whose signature appears
below effective on the date he or she ceases to be a member of the Board of
Directors or an officer of the Company. Any revocation hereof shall not void or
otherwise affect any acts performed by any attorney-in-fact and agent named
herein pursuant to this power of attorney prior to the effective date of such
revocation.

Dated as of January 25, 1999.


             Signature                                    Title
             ---------                                    ----- 

        /s/ MIKE R. BOWLIN                        Chairman of the Board and
- -----------------------------------               Chief Executive Officer
            Mike R. Bowlin
      Principal executive officer


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          Signature                                       Title
          ---------                                       -----
                                               
  /s/ Michael E. Wiley                                 President and
- ---------------------------                       Chief Operating Officer
      Michael E. Wiley

  /s/ Marie L. Knowles                            Executive Vice President and
- ---------------------------                         Chief Financial Officer
      Marie L. Knowles
Principal financial officer

  /s/ J. Kenneth Thompson                         Executive Vice President
- ---------------------------
      J. Kenneth Thompson

  /s/ Donald R. Voelte, Jr.                       Executive Vice President
- ---------------------------
      Donald R. Voelte, Jr.

  /s/ Frank D. Boren                                     Director
- ---------------------------
      Frank D. Boren

  /s/ John Gavin                                         Director
- --------------------------
      John Gavin

  /s/ Kent Kresa                                         Director
- --------------------------
      Kent Kresa 

  /s/ Arnold G. Langbo                                   Director
- --------------------------
      Arnold G. Langbo 

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          Signature                                     Title
          ---------                                     -----
                                               
  /s/ David T. McLaughlin                        
- ----------------------------                          Director
    David T. McLaughlin                               

  /s/ John B. Slaughter                               Director
- ----------------------------                                   
      John B. Slaughter

  /s/ Gary L. Tooker                                  Director
- ----------------------------                                   
      Gary L. Tooker

  /s/ Henry Wendt                                     Director
- ----------------------------                              
      Henry Wendt

  /s/ Gayle E. Wilson                                 Director
- ----------------------------                              
      Gayle E. Wilson

  /s/ Allan L. Comstock                         Vice President and
- ----------------------------                        Controller       
      Allan L. Comstock
Principal accounting officer