UNITED STATES
                       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. 2*)

                             ALLIANCE RESOURCES PLC
                            (Name of Subject Company)

                                    AROC INC.
         (formerly American Rivers Oil Company, a Delaware corporation)
                                    (Bidder)

                       ORDINARY SHARES OF (POUND)0.01 Each
                         (Title of Class of Securities)

                                   01877N 10 7
                      (CUSIP Number of Class of Securities)

                              FRANCIS M. MUNCHINSKI
                                    AROC INC.
                             4200 EAST SKELLY DRIVE
                                 TULSA, OKLAHOMA
       (Name, Address and Telephone Number of Person Authorized to Receive
               Notices and Communications on Behalf of the Bidder)

                                    COPY TO:
                              W. ALAN KAILER, ESQ.
                               JENKENS & GILCHRIST
                           A PROFESSIONAL CORPORATION
                          1445 ROSS AVENUE, SUITE 3200
                            DALLAS, TEXAS 75202-2799
                                 (214) 855-4500

            * CONSTITUTING THE FINAL AMENDMENT TO THIS SCHEDULE 14D-1








         AROC  Inc.   (formerly   American  Rivers  Oil  Company),   a  Delaware
corporation  ("AROC"),  hereby amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1"),  originally filed on October 21, 1999,
with respect to its offer (the "Exchange  Offer"),  to exchange shares of Common
Stock,  $0.001 par value (the "AROC  Shares")  of AROC for all of the issued and
outstanding  ordinary shares of (pound)0.01 each (the "Alliance  Shares") in the
capital of Alliance  Resources PLC, a public  limited  company  incorporated  in
England and Wales  ("Alliance"),  at a ratio of one AROC Share for each Alliance
Share.

ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

         On December 8, 1999,  AROC  accepted for payment a total of  38,071,995
(80.2%)  Alliance Shares,  and declared the Exchange Offer  unconditional in all
respects.  On November 19, 1999,  the merger of American  Rivers Oil Company,  a
Wyoming  company,  into a subsidiary  of AROC was approved by the holders of (i)
more  than 67% of the  outstanding  shares  of  American  Rivers,  all of which,
through the Merger, are converted into the right to receive .11 Company Shares.




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                                    SIGNATURE

         After due 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.


Dated:   December 16, 1999              AROC INC.



                                        By:            /s/ Francis M. Munchinski
                                             -----------------------------------
                                              Name:    Francis M. Munchinski
                                             Title:    Vice President


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