SC 14D9/A

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                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

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                               SCHEDULE 14D-9

                   SOLICITATION/RECOMMENDATION STATEMENT

                    PURSUANT TO SECTION 14(d)(4) OF THE

                      SECURITIES EXCHANGE ACT OF 1934

                             (AMENDMENT NO. 2)

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                           ARCO CHEMICAL COMPANY
                         (NAME OF SUBJECT COMPANY)

                           ARCO CHEMICAL COMPANY

                    (NAME OF PERSON(S) FILING STATEMENT)

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                  COMMON SHARES, PAR VALUE $1.00 PER SHARE

                       (TITLE OF CLASS OF SECURITIES)

                                001920 10 7

                     (CUSIP NUMBER OF CLASS SECURITIES)

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                         Robert J. Millstone, Esq.

                     Vice President and General Counsel

                           ARCO Chemical Company

                           3801 West Chester Pike

                     Newtown Square, Pennsylvania 19073

                               (610) 359-2000

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
      AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)


     This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") filed with the Securities and Exchange Commission ("SEC") on June
25, 1998 and the Amendment No.1 to the Schedule 14D-9 filed with the SEC on
July 1, 1998, by ARCO Chemical Company, a Delaware corporation (the
"Company"), relating to the offer (the "Offer") by Lyondell Acquisition
Corporation, a Delaware corporation ("Purchaser") and a wholly-owned
subsidiary of Lyondell Petrochemical Corporation, a Delaware corporation
("Lyondell"), to purchase for cash all outstanding shares, par value $1.00
per share, of the Company. The Offer by Purchaser was made pursuant to the
terms of an Agreement and Plan of Merger, dated as of June 18, 1998,
between the Company, Lyondell and Purchaser (the "Merger Agreement").

2.    Item 9.  MATERIAL TO BE FILED AS EXHIBITS


      Item 9 is hereby amended and supplemented to add the following:


Exhibit 48  Letter from F.W. Welsh to the ARCO Chemical Company Capital
            Accumulation and Savings Plan Participants.



                                 SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

                                       By:      /s/  Robert J. Millstone
                                                --------------------------
                                       Name:    Robert J. Millstone
                                       Title:   Vice President and General
                                                Counsel

Dated:  July 6, 1998

EX-99

ARCO CHEMICAL COMPANY
3801 West Chester Pike
Newtown Square, Pennsylvania 19073-2387
Telephone 610 359 2686

F.W. Welsh
Vice President

Dear  ARCO  Chemical   Company  Capital   Accumulation   and  Savings  Plan
Participants:

On June 18, 1998, ARCO Chemical  Company ("ARCO  Chemical")  entered into a
merger   agreement  with  Lyondell   Petrochemical   Company  and  Lyondell
Acquisition Corporation ("Lyondell"). The Merger Agreement provides for the
acquisition by Lyondell of all outstanding shares of ARCO Chemical by means
of a cash tender offer and a subsequent merger.

What this means to you is that  Lyondell is offering to purchase each share
that you hold in the CAP and  Savings  Plan at a price of $57.75 per share.
Subsequent to the tender offer,  Lyondell and ARCO Chemical will be merged,
and the remaining  outstanding  shares will be converted  into the right to
receive $57.75 per share, subject to certain conditions, including possible
appraisal rights under Delaware law. I have enclosed for your information a
copy  of  the  Offer  to  Purchase   and  the   Solicitation/Recommendation
Statement.   These  documents   contain  detailed   information  about  the
transaction and the tender offer.

AS YOU WILL SEE IN THE  ENCLOSED  MATERIALS,  THE BOARD OF DIRECTORS OF THE
COMPANY HAS UNANIMOUSLY DETERMINED THAT THE TENDER OFFER AND THE MERGER ARE
FAIR OR AND IN THE  BEST  INTERESTS  OF ARCO  CHEMICAL'S  STOCKHOLDERS  AND
UNANIMOUSLY  RECOMMENDS THAT EACH  STOCKHOLDER  ACCEPT THE TENDER OFFER AND
TENDER HIS OR HER SHARES.

If you wish to tender your shares,  YOU NEED NOT DO  ANYTHING.  The CAP and
Savings  Plan  trustee  will  tender  the  shares  on your  behalf  and the
resulting  proceeds will be deposited in your CAP Plan and/or  Savings Plan
account.

If you DO NOT  wish to  tender  the  shares  in your  CAP or  Savings  Plan
account, please sign and return the attached form in the enclosed envelope.
The form must be received by July 20, 1998. As noted above, upon the merger
of Lyondell and ARCO  Chemical,  all  outstanding  shares will be converted
into the right to receive $57.75 per share, even if not tendered.

                                        Very truly yours,


                                        F.W. Welsh


TO:  State Street Bank and Trust Company, Trustee
     ARCO Chemical Company Capital Accumulation & Savings Plan
     One Enterprise Drive
     W6A
     North Quincy, MA 02171

Attn:  C. Hopson, Vice President State Street Bank

Re:  Lyondell Tender Offer

I DO NOT wish to  tender  shares of ARCO  Chemical  stock  contained  in my
Capital Accumulation and/or Savings Plan account.



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Participant's Name (Please Print)




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Signature



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Social Security Number



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Date