FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ATLANTIC RICHFIELD COMPANY
_________________________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 23-0371610
_________________________________________________________________
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
515 SOUTH FLOWER STREET 90071
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock
Purchase Rights New York Stock Exchange
_____________________________ _________________________________
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with
the effectiveness of a concurrent registration statement under
the Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
_________________________________________________________________
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On July 24, 1995, the Board of Directors of Atlantic
Richfield Company (the "Company") declared a dividend of one
common share purchase right (a "Right") for each outstanding
share of Common Stock, par value $2.50 per share (the
"Common Shares"), of the Company. The dividend is payable
on August 18, 1995 (the "Record Date") to the stockholders
of record on that date. Each Right entitles the registered
holder to purchase from the Company one Common Share at a
price of $400.00 per share, subject to adjustment. The
description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the
Company and First Chicago Trust Company of New York, as
Rights Agent. A description of the new Rights Agreement can
be found in Item 5 of the Company's 1995 Second Quarter Form
10-Q Report which was filed with the Securities and Exchange
Commission on August 9, 1995.
Item 2. Exhibits.
4 Rights Agreement with exhibits, dated as of July 24,
1995, between the Company and First Chicago Trust
Company of New York, filed as Exhibit 4 to the
Company's Form 10-Q Report for the quarterly period
ended June 30, 1995, File No. 1-1196, and
incorporated herein by reference.
20 Form of letter to holders of the Company's Common
Stock with Summary of Rights included to be mailed
to stockholders of record on August 18, 1995, filed
as Exhibit 20 to the Company's Form 10-Q Report for
the quarterly period ended June 30, 1995, File No. 1-
1196, and incorporated herein by reference.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
ATLANTIC RICHFIELD COMPANY
/s/ TERRY G. DALLAS
By________________________
Terry G. Dallas
Vice President and
Treasurer
Dated: August 9, 1995
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