Tender Offer

BP Amoco PLC
29 November 2000

ATLANTIC RICHFIELD COMPANY COMMENCES FIXED SPREAD TENDER OFFER FOR DEBT
SECURITIES MATURING LATER THAN 2015


Chicago, Illinois, November 29, 2000 - Atlantic Richfield Company today
announced that it has commenced a tender offer for any and all of its
outstanding debt securities listed below.  The aggregate principal amount of
these securities is $1,045,790,000.  Goldman, Sachs & Co. will act as
exclusive Dealer Managers and ChaseMellon Shareholder Services, L.L.C. will
act as Information Agent for the offer.



The purchase price for any securities purchased in the offer will be
calculated in a manner intended to result in a yield to maturity equal to the
yield to maturity of the US Treasury 6 1/8% Bond due August 15, 2029 plus the
applicable fixed spread specified for such securities in the following table:



Title of Securities                      CUSIP      Principal      Fixed Spread
                                        Number      Amount     (in basispoints)
                                                    Outstanding



9 7/8% Debentures due March 1, 2016    048825AU7  $180,585,000         80 bps

9% Debentures due April 1, 2021        048825AW3  $209,120,000         85 bps

8 1/4% Debentures due February 1, 2022 048825BA0  $245,000,000         85 bps

9% Debentures due May 1, 2031          048825AY9   $97,400,000         90 bps

9 1/8% Debentures due August 1, 2031   048825AZ6  $154,690,000         90 bps

8 3/4% Debentures due March 1, 2032    048825BB8  $158,995,000         90 bps

The tender offers are being made upon the terms and subject to the conditions
set forth in the Company's Offer to Purchase dated November 29, 2000 (the '
Offer to Purchase').

The Company will pay the purchase price plus accrued interest in same day
funds on the third trading day following the date the holder accepts the
offer. The offer will expire at 5:00 p.m., New York City time, on December 8,
2000, unless extended.

If a holder desires to sell Securities pursuant to the offer and is enabled to
trade on the Goldman Sachs WebETSM proprietary electronic trading platform
('Goldman Sachs WebETSM'), the holder may do so by executing the sale through
Goldman Sachs WebETSM. If a holder has an account with Goldman Sachs but is
not yet enabled to trade on Goldman Sachs WebETSM, the holder may call the
holder's Goldman Sachs sales representative to request that capability.
Alternatively, the holder may execute the sale outside of Goldman Sachs
WebETSM by calling the holder's Goldman Sachs sales representative. If a
holder desires to sell Securities pursuant to the offer but does not have an
account with Goldman Sachs, the holder must do so through the holder's broker,
dealer, commercial bank, trust company or other financial institution.


This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The offer to purchase debt is being made only by the
Offer to Purchase. If a holder has questions about the offer, the holder
should call Goldman Sachs toll-free at 800-828-3182.  Holders who want copies
of the Offer to Purchase should call the Information Agent at one of the
following numbers: bankers/brokers call collect at (917)-320-6286; all others
call toll-free at [phone].  Holders who have access to Goldman Sachs
Financial WorkbenchSM will also be able to obtain copies of the Offer to
Purchase through that service.

                                   - ENDS -