SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
VASTER RESOURCES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
922380 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages(s))
Page 1 of 4 Pages
<PAGE>
CUSIP No. 922380 10 0
Response to Question 1: Atlantic Richfield Company
23-0371610 (IRS Employer Identification Number)
Response to Question 2: Not Applicable
Response to Question 3: SEC USE ONLY
Response to Question 4: Delaware
Response to Question 5: 80,000,001
Response to Question 6: None
Response to Question 7: 80,000,001
Response to Question 8: None
Response to Question 9: 80,000,001
Response to Question 10: Not Applicable
Response to Question 11: 82.3% at 12/31/94
Response to Question 12: CO (Corporation)
Page 2 of 4 Pages
<PAGE>
Item 1(a) Name of Issuer:
Vastar Resources, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
15375 Memorial Drive, Houston, TX 77079
Item 2(a) Name of Person Filing:
Atlantic Richfield Company
Item 2(b) Address of Principal Business Office:
515 South Flower Street, Los Angeles, CA 90071
Item 2(c) Citizenship:
Vastar Resources, Inc. and Atlantic Richfield
Company are organized under the laws of Delaware
Item 2(d) Title of Class of Securities:
Vastar Resources, Inc. has Common Stock,
par value $0.01 per share
Item 2(e) CUSIP Number:
922380 10 0
Item 3 Not Applicable
Item 4 Ownership:
(a) Amount Beneficially Owned: 80,000,001 shares
Vastar Resources, Inc. (the "Company" or
"Vastar") and Atlantic Richfield Company
("ARCO") have entered into an agreement, dated
as of May 19, 1994, granting ARCO certain rights
as a stockholder of the Company. In order to
allow ARCO to continue to include the Company as
part of its affiliated group for federal income
tax purposes, ARCO has been granted the
cumulative, continuing right to purchase from
the Company, at the then current market price,
such number of shares of the Company's Common
Stock as may be necessary to preserve that
status. Vastar and ARCO have entered into a
thirty-year Registration Rights Agreement dated
as of May 25, 1994, pursuant to which ARCO has
been granted unlimited "demand" registration
rights at ARCO's expense.
(b) Percent of Class: 82.3% at 12/31/94
Page 3 of 4 Pages
<PAGE>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 80,000,001
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition of:
80,000,001
(iv) shared power to dispose or to direct the disposition
of: None
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company: Not Applicable
Item 8 Identification and Classification of members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group: Not Applicable
Item 10 Certification: Not Applicable
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.
ATLANTIC RICHFIELD COMPANY
/s/DIANE A. WARD
By____________________________
Diane A. Ward
Assistant Secretary
Dated: February 14, 1995
Page 4 of 4 Pages
