SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


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                                    FORM 8-K

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                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): March 15, 2000
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                          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
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                                Not Applicable
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         (Former name or former address, if changed since last report)


Item 5.  Other Events.
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On March 15, 2000 the U. S. District Court for the Northern District of
California entered an order previously submitted by the parties to adjourn the
March 20, 2000 commencement of the hearing on the preliminary injunction motion
brought by the Federal Trade Commission (FTC) and the states of California,
Oregon and Washington (States) seeking to enjoin the merger between BP Amoco and
the Company. The action followed negotiations regarding a possible consent order
to resolve the objections of the FTC and the States to the proposed merger
between the Company and BP Amoco.

On March 15, 2000 the Company entered into a Master Purchase and Sale Agreement
(MPSA) with Phillips Petroleum Company (Phillips), and BP Amoco for the sale of
the Company's Alaskan businesses to Phillips contingent, among other things, on
approval by the FTC and completion of the merger between the Company and BP
Amoco. Under the MPSA Phillips will pay approximately $6.5 billion for the
Alaska businesses and about $150 million for crude oil inventories, plus a
supplemental payment of up to $500 million accruing as the WTI price of crude
oil exceeds $25 a barrel in respect of production from sold businesses from
January 1, 2000. In connection with the execution of the MPSA, the State of
Alaska, Arco Alaska, Inc., BP Amoco and its Alaskan subsidiary and
Phillips entered into an Addendum to the Charter for Development of the Alaskan
North Slope (Charter), previously signed on December 2, 1999. The Addendum
confirms that the parties thereto agree that the sale of ARCO'S Alaska
businesses as a going concern to Phillips will satisfy specified divestiture
commitments previously made in the Charter. Also on March 15, 2000 the Company
entered into an agreement with Texas Eastern Products Pipeline Company, the
general partner of TEPPCO Partners, L.P., whereby ARCO agreed to sell for $355
million the stock of ARCO Pipe Line Company which holds certain pipeline and
storage assets associated with the Cushing, Oklahoma terminal area. The sale is
contingent, among other things, on approval by the FTC and the completion of the
ARCO-BP Amoco merger.

Although the Company is hopeful that a settlement can be reached with the FTC
and the States, no agreement has been reached.  There can be no assurance that a
settlement with the FTC and the States will be obtained that would resolve the
litigation and permit the merger between ARCO and BP Amoco to be completed, nor
can the Company predict the timing of a settlement, or resolution by judicial
proceeding if a settlement is not reached.



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                                   SIGNATURE
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     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/  BRUCE G. WHITMORE
                                       ________________________________________
                                       Bruce G. Whitmore
                                       Senior Vice President, General Counsel,
                                       and Corporate Secretary


Dated:  March 21, 2000



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