SC 14D1/A

 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

 
                                 SCHEDULE 14D-1
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (FINAL AMENDMENT)
 
                                ARAN ENERGY plc
                           (NAME OF SUBJECT COMPANY)
 


                            ARCO IRISH HOLDINGS INC.
                           ATLANTIC RICHFIELD COMPANY
                                    (BIDDER)


 
                       ORDINARY SHARES OF IR20p EACH AND
                          AMERICAN DEPOSITARY SHARES,
                      EACH REPRESENTING 30 ORDINARY SHARES
                         (TITLE OF CLASS OF SECURITIES)
 


                                  038-528-105
                     (CUSIP NUMBER OF CLASS OF SECURITIES)


 
                                 DIANE A. WARD
                           ATLANTIC RICHFIELD COMPANY
                            515 SOUTH FLOWER STREET
                         LOS ANGELES, CALIFORNIA 90071
                                 (213) 486-2808


 
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED
           TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
 




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  This amends and supplements the Tender Offer Statement on Schedule 14D-1 of
ARCO Irish Holdings Inc. ("ARCO Irish Holdings") and Atlantic Richfield Company
("ARCO"), both corporations incorporated under the laws of Delaware, initially
filed with the Securities and Exchange Commission (the "Commission") on August
25, 1995, as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 thereto
filed on September 8, 1995, September 14, 1995, September 20, 1995, September
25, 1995, October 2, 1995, October 3, 1995, October 4, 1995, October 10, 1995,
October 13, 1995 and October 18, 1995 (collectively, the "Schedule 14D-1"), with
respect to the Offer by N M Rothschild & Sons Limited on behalf of ARCO Irish
Holdings, a wholly owned subsidiary of ARCO, to acquire the entire share capital
of Aran Energy plc, including all American Depositary Shares.
 
ITEM 10. ADDITIONAL INFORMATION.
 
  (f) The information set forth in the press release dated October 24, 1995
issued by ARCO Irish Holdings Inc. and Atlantic Richfield Company, a copy of
which is attached as Exhibit (a)(16.13), is incorporated by reference in its
entirety.
 
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
 
  Item 11(a) is amended by adding the following exhibits:
 
    (a)(16.13) Text of press release dated October 24, 1995.
 
                                       1

 
  After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
 
Date: October 24, 1995                    Atlantic Richfield Company
 
 
                                          By /s/ Terry G. Dallas
                                             __________________________________
                                               Vice President & Treasurer

 
                                          ARCO Irish Holdings Inc.
 
 
                                          By /s/ Terry G. Dallas
                                             __________________________________
                                                  Senior Vice President
 
                                       2

 
                                 EXHIBIT INDEX
 


 EXHIBIT
 NUMBER                DESCRIPTION OF DOCUMENT
 -------               -----------------------
         
 (a)(16.13) Text of press release dated October 24, 1995.

 
                                       1

EX-99.(A)(16.13)

 
                                                              EXHIBIT(a)(16.13)
 
                 [LETTERHEAD OF N M ROTHSCHILD & SONS LIMITED]
 
                                 PRESS RELEASE
 
 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
                                     JAPAN
 
FOR IMMEDIATE RELEASE                                           24 October 1995
 
                           ARCO IRISH HOLDINGS INC.
                            ("ARCO IRISH HOLDINGS")
 
                FINAL OFFER FOR ARAN ENERGY PLC ("ARAN") LAPSES
 
On behalf of ARCO Irish Holdings ("ARCO"), N M Rothschild & Sons Limited
announces that the increased and final offer made on behalf of ARCO on 9
October 1995 to acquire the whole of the issued share capital of Aran has
lapsed as of 1 p.m. (Dublin and London time) today.
 
 
    New Court, St. Swithin's Lane, London EC4P 4DU Telephone 0171-280 5000
                        Fax 0171-929 1643 Telex 888031
                               Regulated by SFA