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
                               (AMENDMENT NO. 5)
 
                                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 and 4 thereto filed
on September 8, 1995, September 14, 1995, September 20, 1995 and September 25,
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 September 28, 1995
issued by ARCO Irish Holdings Inc. and Atlantic Richfield Company, a copy of
which is attached hereto as Exhibit (a)(16.6), is incorporated by reference in
its entirety.
 
ITEM 11. MATERIAL TO BE FILED AS EXHIBIT.
 
  Item 11(a) is amended by adding the following exhibit:
 
  (a)(16.6) Text of press release dated September 28, 1995.
 
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  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 2, 1995                     Atlantic Richfield Company
 
 
                                          By /s/ Terry G. Dallas
                                          _____________________________________
                                               Vice President & Treasurer
 
                                          ARCO Irish Holdings Inc.
 
 
                                          By /s/ Terry G. Dallas
                                          _____________________________________
                                                  Senior Vice President
 
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                                 EXHIBIT INDEX
 


 EXHIBIT
 NUMBER                DESCRIPTION OF DOCUMENT
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 (a)(16.6) Text of press release dated September 28, 1995

EX-99.(A)(16.6)

 
 
                                                                EXHIBIT(a)(16.6)

                 [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                                          28 September 1995
 
                  ARCO RESPONSE TO ARAN/STATOIL JOINT VENTURE
 
  ARCO notes Aran's announcement today of a proposed joint venture with Statoil
(UK) Limited relating to the Connemara Field. Mr. Terry Dallas, Director of
ARCO Irish Holdings, commented:
 
  "The proposed joint venture is surprising given Aran's stated view that it
  has the technical and financial resources to exploit all its assets.
 
  The proposed joint venture decreases the attraction of Connemara to ARCO
  given that it is the only significant exploration licence in Aran's
  portfolio where ARCO would hold 100% of the working interest and be the
  operator. We are opposed to this proposed transaction."
 
                                    - END -
 
                            
PRESS ENQUIRIES:

ARCO
Terry Dallas                   Telephone: (44) 171 831 3113

N M ROTHSCHILD & SONS LIMITED  Telephone: (44) 171 280 5000
Nicholas Wrigley
Tony Allen

PUBLIC RELATIONS:

WHPR                           Telephone: (353) 1 496 0244
Brian Bell

FINANCIAL DYNAMICS
Nick Miles                     Telephone: (44) 171 831 3113
Marc Popiolek                  Telephone: (44) 171 831 3113


 
                New Court, St. Swithin's Lane, London EC4P 4DU
            Telephone 0171-280 5000 Fax 0171-929 1643 Telex 888031
                               Regulated by SFA