FOR IMMEDIATE RELEASE:  November 30, 1987

             FTC CHARGES PACIFIC RESOURCES' PROPOSED
            ACQUISITION OF SHELL OIL HAWAIIAN ASSETS
                     VIOLATED ANTITRUST LAWS

     The Federal Trade Commission has issued an administrative
complaint charging that Pacific Resources Inc.'s proposed
acquisition of Shell Oil Co.'s Hawaiian assets would, if
consummated, lessen competition in the distribution of gasoline
and diesel fuel in Hawaii.  The complaint only names PRI, which
is based in Honolulu.
     The Commission voted 4-1 to issue the complaint, with
Chairman Daniel Oliver dissenting.
     Last August, the Commission authorized its staff to seek an
injunction to block the proposed acquisition, and on Nov. 6, the
U.S. District Court for the Western District of Washington at
Seattle issued a preliminary injunction.
     PRI had offered to acquire, for $32 million, Shell's four
petroleum products distribution terminals, its company-owned gas
stations, the supply contracts to dealer-owned stations, and a
license to use the Shell brand name in Hawaii.
     The Commission said that, if it eventually finds that PRI
violated the law, it could require PRI, for 10 years, to obtain
FTC approval before acquiring any assets used for the
distribution of gasoline or diesel fuel from terminals in Hawaii.
     In a dissenting statement, Chairman Oliver noted that PRI
and Shell have "abandoned" the proposed acquisition.  "Because I
am convinced that the Commission should not challenge an
acquisition agreement that no longer exists, I dissent from the
issuance of the complaint."
     NOTE:  The Commission issues an administrative complaint
when it has "reason to believe" that the law has been or is being
violated, and it appears to the Commission that a proceeding is
in the public interest.  The issuance of a complaint is not a
finding or ruling that the respondent has actually violated the
law.
     Copies of the complaint are available from the FTC's Public
Reference Branch, Room 130, 6th St. and Pennsylvania Ave. N.W.,
Washington, D.C. 20580; 202-326-2222; TTY 202-326-2502.

                              # # #


MEDIA CONTACT:     Susan Ticknor, Office of Public Affairs,
                   202-326-2181

STAFF CONTACT:     Ronald B. Rowe, Bureau of Competition,
                   202-326-2610

(FTC File No. 871 0065)

(PRIcomp)