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): April 23, 1999
                                                 ---------------- 


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


                               Delaware
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            (State or other jurisdiction of incorporation)


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

 
   333 South Hope Street, Los Angeles, California       90071
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     (Address of principal executive offices)        (Zip Code)


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

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




                               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:  April 23, 1999


                                 - 3 -

EX-99

ARCO [logo]   333 South Hope Street                     N E W S 
              Los Angeles, CA   90071
              Telephone  (213) 486 3384
              Facsimile  (213) 486 0169


For Immediate Release                            April 23, 1999


ARCO DEBT SECURITIES SALE CLOSED

LOS ANGELES, April 23 -- ARCO (NYSE: ARC) today announced
its $1 billion offering of senior debt securities has closed.

The securities consisted of two $500 million tranches. The
four-year notes, due 2003, were priced with a coupon of
5.55% and at an issue price of 99.871%. The 10-year notes,
due 2009, were priced with a coupon of 5.90% and at an issue
price of 99.659%. Net proceeds from the offering will be
used for general corporate purposes and, principally, for
the replacement of short-term debt with long-term debt.

ARCO's long-term debt is rated "A2" by Moody's Investors
Services, Inc. and rated "A" by Standard & Poor's Ratings
Service. Both rating agencies placed ARCO ratings under
review for a possible upgrade following news that BP Amoco
and ARCO were in merger discussions.

Goldman, Sachs & Co. and Salomon Smith Barney were joint
book runners for the bond offering. The co-managers are
Chase Securities Inc., Credit Suisse First Boston, J.P.
Morgan & Co., NationsBanc Montgomery Securities LLC. and
Warburg Dillon Read LLC.

ARCO is a worldwide integrated hydrocarbons corporation with
operations encompassing all aspects of the oil and gas
business: exploration, production, refining, and marketing
of crude oil, natural gas and natural gas liquids. ARCO has
significant operations on the North Slope of Alaska and in
the Western United States, Gulf of Mexico, China, Indonesia,
and the North Sea.

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For further information: Media: Linda Dozier or Marylou
Flynn (213)486-3384; Investors: Eden Warner (213)486-1511 or
David De Sonier (213)486-1811. For a complete file of news
releases, visit http://www.arco.com.