Atlantic Richfield - Tender Offer

RNS No 3108d
ATLANTIC RICHFIELD COMPANY
12th May 1998


ARCO to Make Tender Offer for Union Texas 'Series A' Preferred Stock for $122
per Share

ARCO (NYSE: ARC) announced today that of the it plans to make a cash tender
offer for any and all outstanding shares 7.14% Series A Cumulative Preferred
Stock of Union Texas Petroleum Holdings, Inc. (NYSE: UTH) at a purchase price of
$122 per share of preferred stock. 

Union Texas has 1,750,000 outstanding shares of Series A Preferred Stock. ARCO
expects to mail formal tender offer documents to the holders of Series A
Preferred Stock and officially launch the tender offer within the next week.  It
is expected that the preferred stock tender offer will be consummated after the
June 15 record date for the quarterly dividend, payable June 30, 1998.
 
On May 8, 1998, ARCO formally commenced a cash tender offer to purchase all
outstanding shares of common stock of Union Texas at $29 per share in cash.

ARCO's tender offer for the Series A Preferred Stock will be made pursuant
to a separate offer to purchase to the Series A Preferred Stock holders and
will be conditioned, among other things, on the consummation of the tender
offer for Union Texas common stock.  Consummation of the preferred stock
tender offer is not a condition to the tender offer for Union Texas common
stock.

Under the terms of the Agreement and Plan of Merger between ARCO and Union
Texas, any shares of Series A Preferred Stock not purchased by ARCO will
remain outstanding after the merger of Union Texas with a subsidiary of ARCO.

This announcement is neither an offer to purchase nor a solicitation of
offers to sell shares of Series A Preferred Stock.  The offer to purchase
shares of Series A Preferred Stock will be made solely by the forthcoming
Preferred Stock Offer to Purchase.

For a menu of ARCO's news releases or to retrieve a specific news release, visit
our Website at http://www.arco.com on the Internet.

CONTACT:  MEDIA:  Albert Greenstein, 213-486-3384
or Investors: Dennis Schiffel,  213-486-1511
both of ARCO/Web site: http://www.arco.com/
ARC UTH)
 
                                                   
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