SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ARCO CHEMICAL COMPANY
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(Name of Issuer)
Common Stock, par value $1.00
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(Title of Class of Securities)
001920 10 7
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(CUSIP Number)
July 28, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*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).
Page 1 of 4 Pages
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atlantic Richfield Company
23-0371610
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
None
Number of 6 SHARED VOTING POWER
Shares None
Beneficially
Owned By
Each Reporting 7 SOLE DISPOSITIVE POWER
Person With None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
12 TYPE OF REPORTING PERSON (See Instructions)
CO
Page 2 of 4 Pages
<PAGE>
Response to Item 1. (a): ARCO CHEMICAL COMPANY
Response to Item 1. (b): 3801 West Chester Pike
Newtown Square, PA 19073
Response to Item 2. (a): Atlantic Richfield Company
Response to Item 2. (b): 515 South Flower Street
Los Angeles, CA 90071
Response to Item 2. (c): ARCO Chemical Company and Atlantic
Richfield Company are organized under
the laws of Delaware
Response to Item 2. (d): ARCO Chemical Company
Common Stock, par value $1.00 per share
Response to Item 2. (e): 001920 10 7
Response to Item 3.: Not Applicable
Response to Item 4. (a): None. On July 28, 1998, Atlantic
Richfield Company received payment in full from Lyondell
Petrochemical Company for its 80,000,001 shares of ARCO
Chemical Company Common Stock pursuant to the tender offer
by Lyondell Petrochemical Company for all of the outstanding
common stock of ARCO Chemical Company announced on June 18,
1998. As a result, Atlantic Richfield Company no longer
has any interest in ARCO Chemical Company.
Response to Item 4. (b): None
Response to Item 4. (c)(i): None
Response to Item 4. (c)(ii): None
Response to Item 4. (c)(iii): None
Response to Item 4. (c)(iv): None
Page 3 of 4 Pages
<PAGE>
Response to Item 5: Applicable. As of July 28, 1998, Atlantic
Richfield Company has ceased to be the beneficial owner of
more than five percent of the class of securities, because
it no longer has a beneficial interest in any of the securities
of ARCO Chemical Company.
Response to Item 6: Not Applicable
Response to Item 7: Not Applicable
Response to Item 8: Not Applicable
Response to Item 9: Not Applicable
Response to Item 10: 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.
Date: July 28, 1998
/s/ TERRY G. DALLAS
_____________________________
Terry G. Dallas
Senior Vice President and
Treasurer
Page 4 of 4 Pages
