<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997.
                                                     REGISTRATION NO. 333-
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                   UNDER THE
                            SECURITIES ACT OF 1933
 
                               ----------------
 
                          ATLANTIC RICHFIELD COMPANY
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                            <C>
                  DELAWARE                                       23-0371610
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
</TABLE>
 
            515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                                     ARCO
                    1985 EXECUTIVE LONG-TERM INCENTIVE PLAN
                           (FULL TITLE OF THE PLAN)
 
                            BRUCE G. WHITMORE, ESQ.
             SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          ATLANTIC RICHFIELD COMPANY
            515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
                                (213) 486-1774
    (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
                                   SERVICE)
 
                                    Copy to
                              DIANE A. WARD, ESQ.
                    SENIOR COUNSEL -- SECURITIES & FINANCE
                          ATLANTIC RICHFIELD COMPANY
            515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
                                (213) 486-2808
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
<CAPTION>
                                                               PROPOSED
                                               PROPOSED         MAXIMUM      AMOUNT OF
    TITLE OF SECURITIES       AMOUNT TO BE MAXIMUM OFFERING    AGGREGATE    REGISTRATION
      TO BE REGISTERED         REGISTERED  PRICE PER SHARE  OFFERING PRICE      FEE
----------------------------------------------------------------------------------------
<S>                           <C>          <C>              <C>             <C>
Shares of Common Stock,
 par value $2.50 per share.   5,000,000(1)    $75.00(2)     $375,000,000(2)   $113,636
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also relates to such indeterminate number of
    additional shares of common stock as may be offered as a result of stock
    splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c), based on the average of the high and low prices
    per share of the Registrant's Common Stock on August 5, 1997, as reported
    on the New York Stock Exchange Composite Tape.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
  Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, this Registration Statement is filed to register 5,000,000
additional shares of common stock, par value $2.50 per share ("Common Stock"),
of Atlantic Richfield Company (the "Company"), authorized for issuance under
the terms of the ARCO 1985 Executive Long-Term Incentive Plan. The contents of
the Registration Statement on Form S-8, Registration No. 33-21558, filed with
the Securities and Exchange Commission on May 2, 1988, is hereby incorporated
by reference.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  The legality of the Common Stock offered pursuant to this Registration
Statement will be passed upon for the Company by Diane A. Ward, Esq., Senior
Counsel -- Securities & Finance of the Company. As of August 5, 1997, Ms. Ward
owned an aggregate of 1,811 shares of Common Stock, held under Company benefit
plans, and options to purchase another 1,486 shares of Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Reference is made to Section 25 of the By-Laws of the Company and to Section
145 of the General Corporation Law of the State of Delaware as set forth
below:
 
  Section 25 of the By-Laws of the Company provide:
 
    (a) Right to Indemnification. Each person who was or is a party or is
  threatened to be made a party to or is involved or is threatened to be
  involved (as a witness or otherwise) in or otherwise requires
  representation by counsel in connection with any threatened, pending or
  completed action, suit or proceeding, or an inquiry that such person in
  good faith believes might lead to the institution of any such action, suit
  or proceeding, whether civil, criminal, administrative or investigative
  (hereinafter a "proceeding"), by reason of the fact that he or she is or
  was a director or officer of the Company or is or was serving at the
  request of the Company as a director, officer, employee or agent of another
  corporation or of a partnership, joint venture, trust or other enterprise,
  including service with respect to employee benefit plans, and the basis of
  such proceeding is alleged action or inaction in an official capacity or in
  any other capacity while serving as such a director, officer, employee or
  agent, shall be indemnified and held harmless by the Company to the fullest
  extent authorized by the General Corporation Law of Delaware, as the same
  exists or may hereafter be amended (but, in the case of any such amendment
  with reference to events occurring prior to the effective date thereof,
  only to the extent that such amendment permits the Company to provide
  broader indemnification rights than such law permitted the Company to
  provide prior to such amendment), against all costs, charges, expenses,
  liabilities and losses (including attorneys' fees, judgments, fines, ERISA
  excise taxes or penalties and amounts paid in settlement) reasonably
  incurred or suffered by such person in connection therewith and such
  indemnification shall continue as to a person who has ceased to be a
  director or officer (or to serve another entity at the request of the
  Company) and shall inure to the benefit of such person's heirs, personal
  representatives and estate; provided, however, that, except as provided in
  paragraph (b) hereof, the Company shall indemnify any such person seeking
  indemnification in connection with a proceeding (or part thereof) initiated
  by such person against the Company only if such proceeding (or part
  thereof) was authorized prior to its initiation by a majority of the
  disinterested members of the Board of Directors of the Company. The rights
  to indemnification conferred in this Section shall include the right to be
  paid by the Company any expenses incurred in defending any such proceeding
  in advance of its final disposition; provided, however, that, if the
  General Corporation Law of Delaware requires, payment shall be made to or
 
                                       1
<PAGE>
 
  on behalf of such person only upon delivery to the Company of an
  undertaking, by or on behalf of such person, to repay all amounts so
  advanced if it shall ultimately be determined that such person is not
  entitled to be indemnified under this Section or otherwise. The rights to
  indemnification conferred in this Section shall be deemed to be a contract
  between the Company and each person who serves in the capacities described
  above at any time while this Section is in effect. Any repeal or
  modification of this Section shall not in any way diminish any rights to
  indemnification of such person or the obligations of the Company arising
  hereunder.
 
    (b) Right of claimant to bring suit. If a claim under paragraph (a) of
  this Section is not paid in full by the Company within sixty days after a
  written claim has been received by the Company, the claimant may at any
  time thereafter bring suit against the Company to recover the unpaid amount
  of the claim. If successful in whole or in part, the claimant shall be
  entitled to be paid also the expense of prosecuting or defending such
  claim. In any action brought by the claimant to enforce a right to
  indemnification hereunder or by the Company to recover payments by the
  Company of expenses incurred by a claimant in a proceeding in advance of
  its final disposition, the burden of proving that the claimant is not
  entitled to be indemnified under this Section or otherwise shall be on the
  Company. Neither the failure of the Company (including its Board of
  Directors, independent legal counsel, or its stockholders) to have made a
  determination prior to the commencement of such action that indemnification
  of the claimant is proper in the circumstances because the claimant has met
  the applicable standard of conduct set forth in the General Corporation Law
  of Delaware, nor an actual determination by the Company (including its
  Board of Directors, independent legal counsel, or its stockholders) that
  the claimant has not met such applicable standard of conduct, shall create
  a presumption that the claimant has not met the applicable standard of
  conduct or, in the case of such an action brought by the claimant, be a
  defense to the action.
 
    (c) Non-exclusivity of rights. The right to indemnification and the
  payment of expenses incurred in defending a proceeding in advance of its
  final disposition conferred in this Section shall not be exclusive of any
  other right which any person may have or hereafter acquire under any
  statute, the Company's Certificate of Incorporation, any By-Law, any
  agreement, a vote of Company stockholders or of disinterested Company
  directors, or otherwise, both as to action in that person's official
  capacity and as to action in any other capacity by holding such office, and
  shall continue after the person ceases to serve the Company as a director
  or officer or to serve another entity at the request of the Company.
 
    (d) Insurance. The Company may maintain insurance, at its expense, to
  protect itself and any director or officer of the Company or another
  corporation, partnership, joint venture, trust or other enterprise against
  any expense, liability or loss, whether or not the Company would have the
  power to indemnify such person against such expense, liability or loss
  under the General Corporation Law of Delaware.
 
    (e) Indemnity agreements. The Company may from time to time enter into
  indemnity agreements with the persons who are members of its Board of
  Directors and with such officers or other persons as the Board may
  designate, such indemnity agreements to provide in substance that the
  Company will indemnify such persons to the fullest extent of the provisions
  of this Section 25.
 
    (f) Indemnification of employees and agents of the Company. The Company
  may, under procedures authorized from time to time by the Board of
  Directors, grant rights to indemnification, and to be paid by the Company
  the expenses incurred in defending any proceeding in advance of its final
  disposition, to any employee or agent of the Company to the fullest extent
  of the provisions of this Section 25.
 
                                       2
<PAGE>
 
  Section 145 of the General Corporation Law of the State of Delaware
provides:
 
    (a) A corporation shall have the power to indemnify any person who was or
  is a party or is threatened to be made a party to any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the right of
  the corporation) by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including attorneys' fees), judgments, fines and amounts
  paid in settlement actually and reasonably incurred by him in connection
  with such action, suit or proceeding if he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests
  of the corporation, and, with respect to any criminal action or proceeding,
  had no reasonable cause to believe his conduct was unlawful. The
  termination of any action, suit or proceeding by judgment, order,
  settlement, conviction, or upon a plea of nolo contendere or its
  equivalent, shall not, of itself, create a presumption that the person did
  not act in good faith and in a manner which he reasonably believed to be in
  or not opposed to the best interests of the corporation, and, with respect
  to any criminal action or proceeding, had reasonable cause to believe that
  his conduct was unlawful.
 
    (b) A corporation shall have the power to indemnify any person who was or
  is a party or is threatened to be made a party to any threatened, pending
  or completed or suit by or in the right of the corporation to procure a
  judgment in its favor by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees) actually and reasonably
  incurred by him in connection with the defense or settlement of such action
  or suit if he acted in good faith and in a manner he reasonably believed to
  be in or not opposed to the best interests of the corporation and except
  that no indemnification shall be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Court of Chancery or the
  court in which such action or suit was brought shall determine upon
  application that, despite the adjudication of liability but in view of all
  the circumstances of the case, such person is fairly and reasonably
  entitled to indemnify for such expenses which the Court of Chancery or such
  other court shall deem proper.
 
    (c) To the extent that a director, officer, employee or agent of a
  corporation has been successful on the merits or otherwise in defense of
  any action, suit or proceeding referred to in subsections (a) and (b), or
  in defense of any claim, issue or matter therein, he shall be indemnified
  against expenses (including attorneys' fees) actually and reasonably
  incurred by him in connection therewith.
 
    (d) Any indemnification under subsections (a) and (b) (unless ordered by
  a court) shall be made by the corporation only as authorized in the
  specific case upon a determination that indemnification of the director,
  officer, employee or agent is proper in the circumstances because he has
  met the applicable standard of conduct set forth in subsections (a) and
  (b). Such determination shall be made (1) by a majority vote of the
  directors who are not parties to such action, suit or proceeding, even
  though less than a quorum, or (2) if there are no such directors, or if
  such directors so direct, by independent legal counsel in a written
  opinion, or (3) by the stockholders.
 
    (e) Expenses (including attorneys' fees) incurred by an officer or
  director in defending any civil, criminal, administrative, or investigative
  action, suit or proceeding may be paid by the corporation in advance of the
  final disposition of such action, suit or proceeding upon receipt of an
  undertaking by or on behalf of such director or officer to repay such
  amount if it shall ultimately be determined that he is not entitled to be
  indemnified by the corporation as authorized in this
 
                                       3
<PAGE>
 
  Section. Such expenses (including attorneys' fees) incurred by other
  employees and agents may be so paid upon terms and conditions, if any, as
  the board of directors deems appropriate.
 
    (f) The indemnification and advancement of expenses provided by, or
  granted pursuant to, the other subsections of this section shall not be
  deemed exclusive of any other rights to which those seeking indemnification
  or advancement of expenses may be entitled under any by-law, agreement,
  vote of stockholders or disinterested directors or otherwise, both as to
  action in his official capacity and as to action in another capacity while
  holding such office.
 
    (g) A corporation shall have power to purchase and maintain insurance on
  behalf of any person who is or was a director, officer, employee or agent
  of the corporation, or is or was serving at the request of the corporation
  as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in any such capacity, or arising
  out of his status as such, whether or not the corporation would have the
  power to indemnify him against such liability under the provisions of this
  section.
 
    (h) For purposes of this Section, references to "the corporation" shall
  include, in addition to the resulting corporation, any constituent
  corporation (including any constituent of a constituent) absorbed in a
  consolidation or merger which, if its separate existence had continued,
  would have had power and authority to indemnify its directors, officers,
  and employees or agents, so that any person who is or was a director,
  officer, employee or agent of such constituent corporation, or is or was
  serving at the request of such constituent corporation as a director,
  officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, shall stand in the same position under
  the provisions of this Section with respect to the resulting or surviving
  corporation as he would have with respect to such constituent corporation
  if its separate existence had continued.
 
    (i) For purposes of this Section, references to "other enterprises" shall
  include employee benefit plans; references to "fines" shall include any
  excise taxes assessed on a person with respect to any employee benefit
  plan; and references to "serving at the request of the corporation" shall
  include any service as a director, officer, employee or agent of the
  corporation which imposes duties on, or involves services by, such
  director, officer, employee or agent with respect to an employee benefit
  plan, its participants, or beneficiaries; and a person who acted in good
  faith and in a manner he reasonably believed to be in the interest of the
  participants and beneficiaries of an employee benefit plan shall be deemed
  to have acted in a manner "not opposed to the best interests of the
  corporation" as referred to in this Section.
 
    (j) The indemnification and advancement of expenses provided by, or
  granted pursuant to, this Section shall, unless otherwise provided when
  authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent and shall inure to the benefit of the
  heirs, executors and administrators of such a person.
 
    (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
  hear and determine all actions for advancement of expenses or
  indemnification brought under this section or under any bylaw, agreement,
  vote of stockholders or disinterested directors, or otherwise. The Court of
  Chancery may summarily determine a corporation's obligation to advance
  expenses (including attorneys' fees).
 
  The Company has entered into or will enter into individual indemnity
agreements with each of its present and future directors and officers
embodying the provisions of Section 25 of the By-Laws.
 
  The Company currently carries Directors' and Officers' Liability Insurance
with a limit of $205 million to the extent authorized by the By-Laws of the
Company and the laws of the State of Delaware.
 
 
                                       4
<PAGE>
 
ITEM 8. EXHIBITS.
 
<TABLE>
   <C>   <S>
     3.1 Restated Certificate of Incorporation of the Company as of June 27,
         1994, filed with the Commission as Exhibit 3 to the Company's report
         on Form 10-Q for the quarterly period ended June 30, 1994, under File
         No. 1-1196 and incorporated herein by reference.

     3.2 By-Laws of the Company as amended through January 23, 1989, filed with
         the Commission as Exhibit 3.2 to the Company's report on Form 10-K for
         the year 1993, under File No. 1-1196 and incorporated herein by
         reference.

     4.1 Rights Agreement dated as of July 24, 1995 between the Company and
         First Chicago Trust Company of New York, as Rights Agent, filed with
         the Commission as Exhibit 4 to the Company's report on Form 10-Q for
         the quarterly period ended June 30, 1995, under File No. 1-1196 and
         incorporated herein by reference.

     4.2 The ARCO 1985 Executive Long-Term Incentive Plan, as amended by the
         Board of Directors of the Company on February 24, 1997 and as
         effective on that date, is included in the Appendix to the Company's
         1997 Proxy Statement filed with the Securities and Exchange Commission
         on March 11, 1997, under File No. 1-1196, and incorporated herein by
         reference.

     5   Opinion of Diane A. Ward, Esq., Senior Counsel -- Securities & Finance
         dated August 6, 1997, as to the validity of the shares of Common Stock
         of the Registrant being registered, filed as an exhibit to this
         registration statement.

    10   Form of Indemnity Agreement adopted by the Board of Directors of the
         Company on January 26, 1987 and executed in February 1987 by the
         Company and each of its directors and officers included in Exhibit A
         to the Company's 1987 Proxy Statement, filed with the Commission under
         File No. 1-1196 and incorporated herein by reference.

    23.1 Consent of Coopers & Lybrand L.L.P., filed as an exhibit to this
         registration statement.

    23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5).

    24   Power of Attorney, filed as an exhibit to this registration statement.
</TABLE>
 
ITEM 9. UNDERTAKINGS.
 
  (a) Rule 415 offering.
 
  The Company hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
 
      (i) To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933 (the "Securities Act");
 
      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) ((S) 230.424(b) of this
    chapter) if, in the aggregate, the changes in volume and
 
                                       5
<PAGE>
 
    price represent no more than a 20% change in the maximum aggregate
    offering price set forth in the "Calculation of Registration Fee" table
    in the effective registration statement;
 
      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement;
 
  Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) of this
  section do not apply if the registration statement is on Form S-3
  ((S) 239.13 of this chapter), Form S-8 ((S) 239.16b of this chapter) or
  Form F-3 ((S) 230.33 of this chapter), and the information required to be
  included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed with or furnished to the Commission by the
  registrant pursuant to section 13 or section 15(d) of the Securities
  Exchange Act of 1934 (the "Exchange Act") that are incorporated by
  reference in the registration statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
    (4) If the registrant is a foreign private issuer, to file a post-
  effective amendment to the registration statement to include any financial
  statements required by (S) 210.3-19 of this chapter at the start of any
  delayed offering or throughout a continuous offering. Financial statements
  and information otherwise required by section 10(a)(3) of the Securities
  Act need not be furnished, provided that the registrant includes in the
  prospectus, by means of a post-effective amendment, financial statements
  required pursuant to this paragraph (a) (4) and other information necessary
  to ensure that all other information in the prospectus is at least as
  current as the date of those financial statements. Notwithstanding the
  foregoing, with respect to registration statements on Form F-3 ((S) 239.33
  of this chapter), a post-effective amendment need not be filed to include
  financial statements and information required by section 10(a)(3) of the
  Securities Act or(S) 210.3-19 of this chapter if such financial statements
  and information are contained in periodic reports filed with or furnished
  to the Commission by the registrant pursuant to section 13 or section 15(d)
  of the Exchange Act that are incorporated by reference in the Form F-3.
 
 
  (b) Filings incorporating subsequent Exchange Act documents by reference.
 
  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
  (h) Request for acceleration of effective date or filing of registration
statement on Form S-8.
 
  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in
 
                                       6
<PAGE>
 
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
                                       7
<PAGE>
 
                                  SIGNATURES
 
  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on August 6,
1997.
 
                                          ATLANTIC RICHFIELD COMPANY
 
                                          By: /s/ Allan L. Comstock
                                             --------------------------------
                                                  Allan L. Comstock
                                             Vice President and Controller
 
  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
<S>                                  <C>                           <C>
        * /s/ Mike R. Bowlin         Chairman of the Board,          August 4, 1997
____________________________________  Chief Executive Officer
           Mike R. Bowlin             and President
    Principal executive officer

     * /s/ Anthony G. Fernandes      Executive Vice President         May 5, 1997
____________________________________
        Anthony G. Fernandes

       * /s/ Marie L. Knowles        Executive Vice President         May 5, 1997
____________________________________  and Chief Financial
          Marie L. Knowles            Officer

     * /s/ William E. Wade, Jr.      Executive Vice President         May 5, 1997
____________________________________
        William E. Wade, Jr.

       * /s/ Michael E. Wiley        Executive Vice President        August 4, 1997
____________________________________
          Michael E. Wiley

        * /s/ Frank D. Boren         Director                         May 5, 1997
____________________________________
           Frank D. Boren

       * /s/ Lodwrick M. Cook        Director                         May 5, 1997
____________________________________
          Lodwrick M. Cook

                                     Director
____________________________________
          Richard H. Deihl

          * /s/ John Gavin           Director                         May 5, 1997
____________________________________
             John Gavin

        * /s/ Hanna H. Gray          Director                         May 5, 1997
____________________________________
           Hanna H. Gray

          * /s/ Kent Kresa           Director                         May 5, 1997
____________________________________
             Kent Kresa
</TABLE>
 
                                       8
<PAGE>
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
<S>                                  <C>                           <C>
     * /s/ David T. McLaughlin       Director                         May 5, 1997
____________________________________
        David T. McLaughlin

      * /s/ John B. Slaughter        Director                         May 5, 1997
____________________________________
         John B. Slaughter

         * /s/ Henry Wendt           Director                         May 5, 1997
____________________________________
            Henry Wendt

      /s/ Allan L. Comstock          Vice President and               May 5, 1997
____________________________________  Controller
         Allan L. Comstock
    Principal accounting officer

 
* By: /s/ Allan L. Comstock
     -------------------------------
          Allan L. Comstock 
          (Attorney-in-Fact)
</TABLE> 
 
                                       9
<PAGE>
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
                                                                   SEQUENTIALLY
 EXHIBIT                                                             NUMBERED
   NO.                         DESCRIPTION                             PAGE
 -------                       -----------                         ------------
 <C>     <S>                                                       <C>
   3.1   Restated Certificate of Incorporation of the Company as
         of June 27, 1994, filed with the Commission as Exhibit
         3 to the Company's report on Form 10-Q for the
         quarterly period ended June 30, 1994, under File No. 1-
         1196 and incorporated herein by reference.

   3.2   By-Laws of the Company as amended through January 23,
         1989, filed with the Commission as Exhibit 3.2 to the
         Company's report on Form 10-K for the year 1993, under
         File No. 1-1196 and incorporated herein by reference.

   4.1   Rights Agreement dated as of July 24, 1995 between the
         Company and First Chicago Trust Company of New York, as
         Rights Agent, filed with the Commission as Exhibit 4 to
         the Company's report on Form 10-Q for the quarterly
         period ended June 30, 1995, under File No. 1-1196 and
         incorporated herein by reference.

   4.2   The ARCO 1985 Executive Long-Term Incentive Plan, as
         amended by the Board of Directors of the Company on
         February 24, 1997 and as effective on that date, is
         included in the Appendix to the Company's 1997 Proxy
         Statement filed with the Securities and Exchange
         Commission on March 11, 1997, under File No. 1-1196,
         and incorporated herein by reference.

   5     Opinion of Diane A. Ward, Esq., Senior Counsel --
          Securities & Finance dated August 6, 1997, as to the
         validity of the shares of Common Stock of the
         Registrant being registered, filed as an exhibit to
         this registration statement.

  10     Form of Indemnity Agreement adopted by the Board of
         Directors of the Company on January 26, 1987 and
         executed in February 1987 by the Company and each of
         its directors and officers included in Exhibit A to the
         Company's 1987 Proxy Statement, filed with the
         Commission under File No. 1-1196 and incorporated
         herein by reference.

  23.1   Consent of Coopers & Lybrand L.L.P., filed as an
         exhibit to this registration statement.

  23.2   Consent of Diane A. Ward, Esq. (included in Exhibit 5).

  24     Power of Attorney, filed as an exhibit to this
         registration statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 36388}]
{"company-data": {"conformed-name": "ATLANTIC RICHFIELD CO /DE", "cik": "0000775483", "assigned-sic": "2911", "irs-number": "230371610", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33153", "film-number": "97653533"}, "business-address": {"street1": "515 S FLOWER ST", "city": "LOS ANGELES", "state": "CA", "zip": "90071", "phone": "2134863511"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997.
                                                     REGISTRATION NO. 333-
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                   UNDER THE
                            SECURITIES ACT OF 1933
 
                               ----------------
 
                          ATLANTIC RICHFIELD COMPANY
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                       23-0371610
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                                     ARCO
                    1985 EXECUTIVE LONG-TERM INCENTIVE PLAN
                           (FULL TITLE OF THE PLAN)
 
                            BRUCE G. WHITMORE, ESQ.
             SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          ATLANTIC RICHFIELD COMPANY
            515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
                                (213) 486-1774
    (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
                                   SERVICE)
 
                                    Copy to
                              DIANE A. WARD, ESQ.
                    SENIOR COUNSEL -- SECURITIES & FINANCE
                          ATLANTIC RICHFIELD COMPANY
            515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
                                (213) 486-2808
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
PROPOSED
                                               PROPOSED         MAXIMUM      AMOUNT OF
    TITLE OF SECURITIES       AMOUNT TO BE MAXIMUM OFFERING    AGGREGATE    REGISTRATION
      TO BE REGISTERED         REGISTERED  PRICE PER SHARE  OFFERING PRICE      FEE
----------------------------------------------------------------------------------------
Shares of Common Stock,
 par value $2.50 per share.   5,000,000(1)    $75.00(2)     $375,000,000(2)   $113,636
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
(1) This registration statement also relates to such indeterminate number of
    additional shares of common stock as may be offered as a result of stock
    splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c), based on the average of the high and low prices
    per share of the Registrant's Common Stock on August 5, 1997, as reported
    on the New York Stock Exchange Composite Tape.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
  Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, this Registration Statement is filed to register 5,000,000
additional shares of common stock, par value $2.50 per share ("Common Stock"),
of Atlantic Richfield Company (the "Company"), authorized for issuance under
the terms of the ARCO 1985 Executive Long-Term Incentive Plan. The contents of
the Registration Statement on Form S-8, Registration No. 33-21558, filed with
the Securities and Exchange Commission on May 2, 1988, is hereby incorporated
by reference.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  The legality of the Common Stock offered pursuant to this Registration
Statement will be passed upon for the Company by Diane A. Ward, Esq., Senior
Counsel -- Securities & Finance of the Company. As of August 5, 1997, Ms. Ward
owned an aggregate of 1,811 shares of Common Stock, held under Company benefit
plans, and options to purchase another 1,486 shares of Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Reference is made to Section 25 of the By-Laws of the Company and to Section
145 of the General Corporation Law of the State of Delaware as set forth
below:
 
  Section 25 of the By-Laws of the Company provide:
 
    (a) Right to Indemnification. Each person who was or is a party or is
  threatened to be made a party to or is involved or is threatened to be
  involved (as a witness or otherwise) in or otherwise requires
  representation by counsel in connection with any threatened, pending or
  completed action, suit or proceeding, or an inquiry that such person in
  good faith believes might lead to the institution of any such action, suit
  or proceeding, whether civil, criminal, administrative or investigative
  (hereinafter a "proceeding"), by reason of the fact that he or she is or
  was a director or officer of the Company or is or was serving at the
  request of the Company as a director, officer, employee or agent of another
  corporation or of a partnership, joint venture, trust or other enterprise,
  including service with respect to employee benefit plans, and the basis of
  such proceeding is alleged action or inaction in an official capacity or in
  any other capacity while serving as such a director, officer, employee or
  agent, shall be indemnified and held harmless by the Company to the fullest
  extent authorized by the General Corporation Law of Delaware, as the same
  exists or may hereafter be amended (but, in the case of any such amendment
  with reference to events occurring prior to the effective date thereof,
  only to the extent that such amendment permits the Company to provide
  broader indemnification rights than such law permitted the Company to
  provide prior to such amendment), against all costs, charges, expenses,
  liabilities and losses (including attorneys' fees, judgments, fines, ERISA
  excise taxes or penalties and amounts paid in settlement) reasonably
  incurred or suffered by such person in connection therewith and such
  indemnification shall continue as to a person who has ceased to be a
  director or officer (or to serve another entity at the request of the
  Company) and shall inure to the benefit of such person's heirs, personal
  representatives and estate; provided, however, that, except as provided in
  paragraph (b) hereof, the Company shall indemnify any such person seeking
  indemnification in connection with a proceeding (or part thereof) initiated
  by such person against the Company only if such proceeding (or part
  thereof) was authorized prior to its initiation by a majority of the
  disinterested members of the Board of Directors of the Company. The rights
  to indemnification conferred in this Section shall include the right to be
  paid by the Company any expenses incurred in defending any such proceeding
  in advance of its final disposition; provided, however, that, if the
  General Corporation Law of Delaware requires, payment shall be made to or
 
                                       1
on behalf of such person only upon delivery to the Company of an
  undertaking, by or on behalf of such person, to repay all amounts so
  advanced if it shall ultimately be determined that such person is not
  entitled to be indemnified under this Section or otherwise. The rights to
  indemnification conferred in this Section shall be deemed to be a contract
  between the Company and each person who serves in the capacities described
  above at any time while this Section is in effect. Any repeal or
  modification of this Section shall not in any way diminish any rights to
  indemnification of such person or the obligations of the Company arising
  hereunder.
 
    (b) Right of claimant to bring suit. If a claim under paragraph (a) of
  this Section is not paid in full by the Company within sixty days after a
  written claim has been received by the Company, the claimant may at any
  time thereafter bring suit against the Company to recover the unpaid amount
  of the claim. If successful in whole or in part, the claimant shall be
  entitled to be paid also the expense of prosecuting or defending such
  claim. In any action brought by the claimant to enforce a right to
  indemnification hereunder or by the Company to recover payments by the
  Company of expenses incurred by a claimant in a proceeding in advance of
  its final disposition, the burden of proving that the claimant is not
  entitled to be indemnified under this Section or otherwise shall be on the
  Company. Neither the failure of the Company (including its Board of
  Directors, independent legal counsel, or its stockholders) to have made a
  determination prior to the commencement of such action that indemnification
  of the claimant is proper in the circumstances because the claimant has met
  the applicable standard of conduct set forth in the General Corporation Law
  of Delaware, nor an actual determination by the Company (including its
  Board of Directors, independent legal counsel, or its stockholders) that
  the claimant has not met such applicable standard of conduct, shall create
  a presumption that the claimant has not met the applicable standard of
  conduct or, in the case of such an action brought by the claimant, be a
  defense to the action.
 
    (c) Non-exclusivity of rights. The right to indemnification and the
  payment of expenses incurred in defending a proceeding in advance of its
  final disposition conferred in this Section shall not be exclusive of any
  other right which any person may have or hereafter acquire under any
  statute, the Company's Certificate of Incorporation, any By-Law, any
  agreement, a vote of Company stockholders or of disinterested Company
  directors, or otherwise, both as to action in that person's official
  capacity and as to action in any other capacity by holding such office, and
  shall continue after the person ceases to serve the Company as a director
  or officer or to serve another entity at the request of the Company.
 
    (d) Insurance. The Company may maintain insurance, at its expense, to
  protect itself and any director or officer of the Company or another
  corporation, partnership, joint venture, trust or other enterprise against
  any expense, liability or loss, whether or not the Company would have the
  power to indemnify such person against such expense, liability or loss
  under the General Corporation Law of Delaware.
 
    (e) Indemnity agreements. The Company may from time to time enter into
  indemnity agreements with the persons who are members of its Board of
  Directors and with such officers or other persons as the Board may
  designate, such indemnity agreements to provide in substance that the
  Company will indemnify such persons to the fullest extent of the provisions
  of this Section 25.
 
    (f) Indemnification of employees and agents of the Company. The Company
  may, under procedures authorized from time to time by the Board of
  Directors, grant rights to indemnification, and to be paid by the Company
  the expenses incurred in defending any proceeding in advance of its final
  disposition, to any employee or agent of the Company to the fullest extent
  of the provisions of this Section 25.
 
                                       2
Section 145 of the General Corporation Law of the State of Delaware
provides:
 
    (a) A corporation shall have the power to indemnify any person who was or
  is a party or is threatened to be made a party to any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the right of
  the corporation) by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including attorneys' fees), judgments, fines and amounts
  paid in settlement actually and reasonably incurred by him in connection
  with such action, suit or proceeding if he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests
  of the corporation, and, with respect to any criminal action or proceeding,
  had no reasonable cause to believe his conduct was unlawful. The
  termination of any action, suit or proceeding by judgment, order,
  settlement, conviction, or upon a plea of nolo contendere or its
  equivalent, shall not, of itself, create a presumption that the person did
  not act in good faith and in a manner which he reasonably believed to be in
  or not opposed to the best interests of the corporation, and, with respect
  to any criminal action or proceeding, had reasonable cause to believe that
  his conduct was unlawful.
 
    (b) A corporation shall have the power to indemnify any person who was or
  is a party or is threatened to be made a party to any threatened, pending
  or completed or suit by or in the right of the corporation to procure a
  judgment in its favor by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees) actually and reasonably
  incurred by him in connection with the defense or settlement of such action
  or suit if he acted in good faith and in a manner he reasonably believed to
  be in or not opposed to the best interests of the corporation and except
  that no indemnification shall be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Court of Chancery or the
  court in which such action or suit was brought shall determine upon
  application that, despite the adjudication of liability but in view of all
  the circumstances of the case, such person is fairly and reasonably
  entitled to indemnify for such expenses which the Court of Chancery or such
  other court shall deem proper.
 
    (c) To the extent that a director, officer, employee or agent of a
  corporation has been successful on the merits or otherwise in defense of
  any action, suit or proceeding referred to in subsections (a) and (b), or
  in defense of any claim, issue or matter therein, he shall be indemnified
  against expenses (including attorneys' fees) actually and reasonably
  incurred by him in connection therewith.
 
    (d) Any indemnification under subsections (a) and (b) (unless ordered by
  a court) shall be made by the corporation only as authorized in the
  specific case upon a determination that indemnification of the director,
  officer, employee or agent is proper in the circumstances because he has
  met the applicable standard of conduct set forth in subsections (a) and
  (b). Such determination shall be made (1) by a majority vote of the
  directors who are not parties to such action, suit or proceeding, even
  though less than a quorum, or (2) if there are no such directors, or if
  such directors so direct, by independent legal counsel in a written
  opinion, or (3) by the stockholders.
 
    (e) Expenses (including attorneys' fees) incurred by an officer or
  director in defending any civil, criminal, administrative, or investigative
  action, suit or proceeding may be paid by the corporation in advance of the
  final disposition of such action, suit or proceeding upon receipt of an
  undertaking by or on behalf of such director or officer to repay such
  amount if it shall ultimately be determined that he is not entitled to be
  indemnified by the corporation as authorized in this
 
                                       3
Section. Such expenses (including attorneys' fees) incurred by other
  employees and agents may be so paid upon terms and conditions, if any, as
  the board of directors deems appropriate.
 
    (f) The indemnification and advancement of expenses provided by, or
  granted pursuant to, the other subsections of this section shall not be
  deemed exclusive of any other rights to which those seeking indemnification
  or advancement of expenses may be entitled under any by-law, agreement,
  vote of stockholders or disinterested directors or otherwise, both as to
  action in his official capacity and as to action in another capacity while
  holding such office.
 
    (g) A corporation shall have power to purchase and maintain insurance on
  behalf of any person who is or was a director, officer, employee or agent
  of the corporation, or is or was serving at the request of the corporation
  as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in any such capacity, or arising
  out of his status as such, whether or not the corporation would have the
  power to indemnify him against such liability under the provisions of this
  section.
 
    (h) For purposes of this Section, references to "the corporation" shall
  include, in addition to the resulting corporation, any constituent
  corporation (including any constituent of a constituent) absorbed in a
  consolidation or merger which, if its separate existence had continued,
  would have had power and authority to indemnify its directors, officers,
  and employees or agents, so that any person who is or was a director,
  officer, employee or agent of such constituent corporation, or is or was
  serving at the request of such constituent corporation as a director,
  officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, shall stand in the same position under
  the provisions of this Section with respect to the resulting or surviving
  corporation as he would have with respect to such constituent corporation
  if its separate existence had continued.
 
    (i) For purposes of this Section, references to "other enterprises" shall
  include employee benefit plans; references to "fines" shall include any
  excise taxes assessed on a person with respect to any employee benefit
  plan; and references to "serving at the request of the corporation" shall
  include any service as a director, officer, employee or agent of the
  corporation which imposes duties on, or involves services by, such
  director, officer, employee or agent with respect to an employee benefit
  plan, its participants, or beneficiaries; and a person who acted in good
  faith and in a manner he reasonably believed to be in the interest of the
  participants and beneficiaries of an employee benefit plan shall be deemed
  to have acted in a manner "not opposed to the best interests of the
  corporation" as referred to in this Section.
 
    (j) The indemnification and advancement of expenses provided by, or
  granted pursuant to, this Section shall, unless otherwise provided when
  authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent and shall inure to the benefit of the
  heirs, executors and administrators of such a person.
 
    (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
  hear and determine all actions for advancement of expenses or
  indemnification brought under this section or under any bylaw, agreement,
  vote of stockholders or disinterested directors, or otherwise. The Court of
  Chancery may summarily determine a corporation's obligation to advance
  expenses (including attorneys' fees).
 
  The Company has entered into or will enter into individual indemnity
agreements with each of its present and future directors and officers
embodying the provisions of Section 25 of the By-Laws.
 
  The Company currently carries Directors' and Officers' Liability Insurance
with a limit of $205 million to the extent authorized by the By-Laws of the
Company and the laws of the State of Delaware.
 
 
                                       4
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of the Company as of June 27,
         1994, filed with the Commission as Exhibit 3 to the Company's report
         on Form 10-Q for the quarterly period ended June 30, 1994, under File
         No. 1-1196 and incorporated herein by reference.

     3.2 By-Laws of the Company as amended through January 23, 1989, filed with
         the Commission as Exhibit 3.2 to the Company's report on Form 10-K for
         the year 1993, under File No. 1-1196 and incorporated herein by
         reference.

     4.1 Rights Agreement dated as of July 24, 1995 between the Company and
         First Chicago Trust Company of New York, as Rights Agent, filed with
         the Commission as Exhibit 4 to the Company's report on Form 10-Q for
         the quarterly period ended June 30, 1995, under File No. 1-1196 and
         incorporated herein by reference.

     4.2 The ARCO 1985 Executive Long-Term Incentive Plan, as amended by the
         Board of Directors of the Company on February 24, 1997 and as
         effective on that date, is included in the Appendix to the Company's
         1997 Proxy Statement filed with the Securities and Exchange Commission
         on March 11, 1997, under File No. 1-1196, and incorporated herein by
         reference.

     5   Opinion of Diane A. Ward, Esq., Senior Counsel -- Securities & Finance
         dated August 6, 1997, as to the validity of the shares of Common Stock
         of the Registrant being registered, filed as an exhibit to this
         registration statement.

    10   Form of Indemnity Agreement adopted by the Board of Directors of the
         Company on January 26, 1987 and executed in February 1987 by the
         Company and each of its directors and officers included in Exhibit A
         to the Company's 1987 Proxy Statement, filed with the Commission under
         File No. 1-1196 and incorporated herein by reference.

    23.1 Consent of Coopers & Lybrand L.L.P., filed as an exhibit to this
         registration statement.

    23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5).

    24   Power of Attorney, filed as an exhibit to this registration statement.
ITEM 9. UNDERTAKINGS.
 
  (a) Rule 415 offering.
 
  The Company hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
 
      (i) To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933 (the "Securities Act");
 
      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) ((S) 230.424(b) of this
    chapter) if, in the aggregate, the changes in volume and
 
                                       5
price represent no more than a 20% change in the maximum aggregate
    offering price set forth in the "Calculation of Registration Fee" table
    in the effective registration statement;
 
      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement;
 
  Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) of this
  section do not apply if the registration statement is on Form S-3
  ((S) 239.13 of this chapter), Form S-8 ((S) 239.16b of this chapter) or
  Form F-3 ((S) 230.33 of this chapter), and the information required to be
  included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed with or furnished to the Commission by the
  registrant pursuant to section 13 or section 15(d) of the Securities
  Exchange Act of 1934 (the "Exchange Act") that are incorporated by
  reference in the registration statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
    (4) If the registrant is a foreign private issuer, to file a post-
  effective amendment to the registration statement to include any financial
  statements required by (S) 210.3-19 of this chapter at the start of any
  delayed offering or throughout a continuous offering. Financial statements
  and information otherwise required by section 10(a)(3) of the Securities
  Act need not be furnished, provided that the registrant includes in the
  prospectus, by means of a post-effective amendment, financial statements
  required pursuant to this paragraph (a) (4) and other information necessary
  to ensure that all other information in the prospectus is at least as
  current as the date of those financial statements. Notwithstanding the
  foregoing, with respect to registration statements on Form F-3 ((S) 239.33
  of this chapter), a post-effective amendment need not be filed to include
  financial statements and information required by section 10(a)(3) of the
  Securities Act or(S) 210.3-19 of this chapter if such financial statements
  and information are contained in periodic reports filed with or furnished
  to the Commission by the registrant pursuant to section 13 or section 15(d)
  of the Exchange Act that are incorporated by reference in the Form F-3.
 
 
  (b) Filings incorporating subsequent Exchange Act documents by reference.
 
  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
  (h) Request for acceleration of effective date or filing of registration
statement on Form S-8.
 
  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in
 
                                       6
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
                                       7
SIGNATURES
 
  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on August 6,
1997.
 
                                          ATLANTIC RICHFIELD COMPANY
 
                                          By: /s/ Allan L. Comstock
                                             --------------------------------
                                                  Allan L. Comstock
                                             Vice President and Controller
 
  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
* /s/ Mike R. Bowlin         Chairman of the Board,          August 4, 1997
____________________________________  Chief Executive Officer
           Mike R. Bowlin             and President
    Principal executive officer

     * /s/ Anthony G. Fernandes      Executive Vice President         May 5, 1997
____________________________________
        Anthony G. Fernandes

       * /s/ Marie L. Knowles        Executive Vice President         May 5, 1997
____________________________________  and Chief Financial
          Marie L. Knowles            Officer

     * /s/ William E. Wade, Jr.      Executive Vice President         May 5, 1997
____________________________________
        William E. Wade, Jr.

       * /s/ Michael E. Wiley        Executive Vice President        August 4, 1997
____________________________________
          Michael E. Wiley

        * /s/ Frank D. Boren         Director                         May 5, 1997
____________________________________
           Frank D. Boren

       * /s/ Lodwrick M. Cook        Director                         May 5, 1997
____________________________________
          Lodwrick M. Cook

                                     Director
____________________________________
          Richard H. Deihl

          * /s/ John Gavin           Director                         May 5, 1997
____________________________________
             John Gavin

        * /s/ Hanna H. Gray          Director                         May 5, 1997
____________________________________
           Hanna H. Gray

          * /s/ Kent Kresa           Director                         May 5, 1997
____________________________________
             Kent Kresa
8
SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
* /s/ David T. McLaughlin       Director                         May 5, 1997
____________________________________
        David T. McLaughlin

      * /s/ John B. Slaughter        Director                         May 5, 1997
____________________________________
         John B. Slaughter

         * /s/ Henry Wendt           Director                         May 5, 1997
____________________________________
            Henry Wendt

      /s/ Allan L. Comstock          Vice President and               May 5, 1997
____________________________________  Controller
         Allan L. Comstock
    Principal accounting officer

 
* By: /s/ Allan L. Comstock
     -------------------------------
          Allan L. Comstock 
          (Attorney-in-Fact)
9
INDEX TO EXHIBITS
SEQUENTIALLY
 EXHIBIT                                                             NUMBERED
   NO.                         DESCRIPTION                             PAGE
 -------                       -----------                         ------------
3.1   Restated Certificate of Incorporation of the Company as
         of June 27, 1994, filed with the Commission as Exhibit
         3 to the Company's report on Form 10-Q for the
         quarterly period ended June 30, 1994, under File No. 1-
         1196 and incorporated herein by reference.

   3.2   By-Laws of the Company as amended through January 23,
         1989, filed with the Commission as Exhibit 3.2 to the
         Company's report on Form 10-K for the year 1993, under
         File No. 1-1196 and incorporated herein by reference.

   4.1   Rights Agreement dated as of July 24, 1995 between the
         Company and First Chicago Trust Company of New York, as
         Rights Agent, filed with the Commission as Exhibit 4 to
         the Company's report on Form 10-Q for the quarterly
         period ended June 30, 1995, under File No. 1-1196 and
         incorporated herein by reference.

   4.2   The ARCO 1985 Executive Long-Term Incentive Plan, as
         amended by the Board of Directors of the Company on
         February 24, 1997 and as effective on that date, is
         included in the Appendix to the Company's 1997 Proxy
         Statement filed with the Securities and Exchange
         Commission on March 11, 1997, under File No. 1-1196,
         and incorporated herein by reference.

   5     Opinion of Diane A. Ward, Esq., Senior Counsel --
          Securities & Finance dated August 6, 1997, as to the
         validity of the shares of Common Stock of the
         Registrant being registered, filed as an exhibit to
         this registration statement.

  10     Form of Indemnity Agreement adopted by the Board of
         Directors of the Company on January 26, 1987 and
         executed in February 1987 by the Company and each of
         its directors and officers included in Exhibit A to the
         Company's 1987 Proxy Statement, filed with the
         Commission under File No. 1-1196 and incorporated
         herein by reference.

  23.1   Consent of Coopers & Lybrand L.L.P., filed as an
         exhibit to this registration statement.

  23.2   Consent of Diane A. Ward, Esq. (included in Exhibit 5).

  24     Power of Attorney, filed as an exhibit to this
         registration statement.