8-K

         SECURITIES AND EXCHANGE COMMISSION
                          
              Washington, D.C.   20549
                          
                  ________________
                          
                      FORM 8-K
                  ________________
                          
                          
                   Current Report
       Pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934
                          

Date of Report (Date of earliest event reported): July 28, 1997
                                                 --------------- 


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



                         Delaware
       ----------------------------------------------
       (State or other jurisdiction of incorporation)



       1-1196                                  23-0371610
- ------------------------                    -------------------
(Commission File Number)                      (IRS Employer
                                            Identification No.)



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



Registrant's telephone number, including area code: (213) 486-3511
                                                   ---------------


                     Not Applicable
- -------------------------------------------------------------
(Former name or former address, if changed since last report)







Item 5.  Other Events.

     Press Release, dated July 28, 1997, finalizing ARCO's
decision to settle all of its 9% Exchangeable Notes due
September 15, 1997, with Lyondell Petrochemical Company
stock currently owned by ARCO.


                          - 2 -





                      SIGNATURE


     Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.


                              ATLANTIC RICHFIELD COMPANY


                              /s/ ALLAN L. COMSTOCK
                              ________________________________
                              Allan L. Comstock
                              Vice President and Controller


Dated:  July 28, 1997

                                - 3 -

EX-99

ARCO [LOGO]    Media Relations                         N E W S
               515 South Flower Street
               Los Angeles CA  90071-2201
               Telephone  213 486 3385
               Facsimile  213  486 0169


            FOR IMMEDIATE RELEASE                 July 28, 1997


ARCO BOARD OF DIRECTORS FINALIZES DECISION TO

SETTLE EXCHANGEABLE NOTES WITH LYONDELL STOCK


     LOS ANGELES -- ARCO's Board of Directors (NYSE: ARC)

today finalized a decision to settle all of ARCO's 9.0%

Exchangeable Notes due September 15, 1997 with Lyondell

Petrochemical Company stock currently owned by ARCO.

     ARCO expects to realize an after-tax gain of

approximately $300 million upon the exchange, assuming

current market conditions.

     In electing to settle the Notes with Lyondell shares,

ARCO's Board of Directors reaffirmed the company's previously

stated position that Lyondell was no longer central to ARCO's

core business or part of its strategic growth objectives.

     ARCO currently owns 39.9 million shares, or 49.9% of the

total outstanding shares of Houston-based Lyondell (NYSE:

LYO), a leading manufacturer and marketer of petrochemicals

and, through its interest in LYONDELL-CITGO Refining Company,

a manufacturer of refined petroleum products.

     In a 1994 offering, ARCO sold $988 million of 3-year

Exchangeable Notes carrying a 9.0% annual coupon and payable,

upon maturity, in shares of Lyondell Common Stock or, at

ARCO's option, in cash with an equal value.  ARCO has chosen

the option to exchange Notes for stock.



Page 2



     The maturity price of the Notes, which will determine the

number of Lyondell shares to be exchanged for the Notes, will

be the average closing price per share of Lyondell Common Stock

on the 20 trading days immediately prior to September 15.

                             ###

For information, contact:
             (media) Alberet Greenstein, 213-486-3384
             (investor relations) Steve Enger, 213-486-1811

For a menu of ARCO news releases, visit our Web site at
http://www.arco.com on the Internet.