SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    Form 6-K

                            Report of Foreign Issuer

                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934


                       for the period ended June 30, 2003


                                    BP p.l.c.
                 (Translation of registrant's name into English)


                 1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, ENGLAND
                    (Address of principal executive offices)


     Indicate  by check mark  whether the  registrant  files or will file annual
     reports under cover Form 20-F or Form 40-F.


               Form 20-F      |X|          Form 40-F
                            ---------                    ---------


     Indicate by check mark whether the registrant by furnishing the information
     contained in this Form is also thereby  furnishing  the  information to the
     Commission  pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
     1934.


                     Yes                          No        |X|
                            ---------                    ---------


THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE  INCORPORATED  BY REFERENCE IN THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  F-3  (FILE  NO.
333-9790) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON
FORM F-3 (FILE NO.  333-65996)  OF BP p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE
REGISTRATION  STATEMENT ON FORM F-3 (FILE NO. 333-83180) OF BP AUSTRALIA CAPITAL
MARKETS  LIMITED,  BP CANADA FINANCE  COMPANY,  BP CAPITAL  MARKETS  p.l.c.,  BP
CAPITAL MARKETS AMERICA INC. AND BP p.l.c.,  THE REGISTRATION  STATEMENT ON FORM
S-8 (FILE NO.  33-21868) OF BP p.l.c.,  THE  REGISTRATION  STATEMENT ON FORM S-8
(FILE NO. 333-9020) OF BP p.l.c.,  THE REGISTRATION  STATEMENT ON FORM S-8 (FILE
NO.  333-9798) OF BP p.l.c.,  THE  REGISTRATION  STATEMENT ON FORM S-8 (FILE NO.
333-79399)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.
333-34968)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.
333-67206)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.
333-74414)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.
333-103924)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8 (FILE NO.
333-102583) OF BP p.l.c.  AND THE  REGISTRATION  STATEMENT ON FORM S-8 (FILE NO.
333-103923)  OF BP p.l.c.,  AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS
REPORT IS  FURNISHED,  TO THE  EXTENT NOT  SUPERSEDED  BY  DOCUMENTS  OR REPORTS
SUBSEQUENTLY FILED OR FURNISHED.

Page 1

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

GROUP RESULTS JANUARY - JUNE 2003



                                                              Three months ended            Six months ended
                                                                   June 30                       June 30
                                                                 (Unaudited)                   (Unaudited)
                                                              2003           2002          2003            2002
                                                           ----------------------        ----------------------
                                                                                 ($ million)
                                                                                             
Turnover                                                    56,307         43,655       120,095          79,945
                                                           =======        =======       =======         =======

Reconciliation of historical cost and
  replacement cost profit
Historical cost profit (loss)                                1,634          2,058         5,901           3,354
Inventory holding (gains) losses (a)                           951           (531)          152            (973)
                                                           -------        -------       -------         -------
Replacement cost profit (b)                                  2,585          1,527         6,053           2,381
Exceptional items, net of tax                                 (131)          (216)         (471)           (146)
                                                           -------        -------       -------         -------
Replacement cost profit before exceptional items             2,454          1,311         5,582           2,235
                                                           =======        =======       =======         =======

Per Ordinary Share - cents
   Historical cost profit                                     7.41           9.18         26.52           14.96
   Replacement cost profit before exceptional items          11.08           5.85         25.09            9.97
Dividends per Ordinary Share - cents                          6.50           6.00         12.75           11.75
---------------


(a)  Net of minority shareholders' interest.

(b)  Replacement  cost is not a UK or US GAAP measure.  For  information  on why
     management  believes that  presentation of replacement cost profit provides
     useful  information  to investors and  management  regarding the results of
     operations of BP, see Item 3 - Key Information in BP p.l.c.'s Annual Report
     on Form 20-F for the year ended December 31, 2002.

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements and the related notes provided  elsewhere in this Form 6-K
and with the information,  including the consolidated  financial  statements and
related notes, for the year ended December 31, 2002 in BP p.l.c.'s Annual Report
on Form 20-F for the year ended December 31, 2002.

To reflect BP's increased focus on chemical  products  derived from oil and gas,
the Chemicals segment has been renamed Petrochemicals.

The second quarter and first half results reflect a trading environment that was
more  favourable  than a year ago.  For the three months ended June 30, 2003 the
Brent oil price  was up $0.96 per  barrel;  the Henry Hub gas price was up $2.02
per mmbtu; the Global Indicator  refining margin was up $1.21 per barrel and the
Chemicals  Indicator  margin was up $11 per tonne.  For the half year, the Brent
oil price was more than $5.00 per barrel higher; the Henry Hub gas price and the
refining Global  Indicator Margin were more than double the level of a year ago.
Petrochemicals  margins  were above  those of a year ago,  although  weak demand
conditions persist.

Turnover  for the three  months and six months  ended June 30,  2003 was $56,307
million and $120,095  million  respectively,  compared with $43,655  million and
$79,945 million for the equivalent periods in 2002. The increase in turnover for
the second  quarter and half year reflects  higher oil,  natural gas and product
prices, higher sales volumes and a stronger Euro.

Historical  cost  profit for the three  months  ended  June 30,  2003 was $1,634
million,  after  inventory  holding  losses of $951  million and  including  net
exceptional  gains of $131 million ($280  million  before tax) in respect of net
gains on the sale of fixed assets and  businesses or  termination of operations.
For the equivalent  period of 2002,  historical  cost profit was $2,058 million,
including  inventory  holding gains of $531 million and net exceptional gains of
$216 million  ($376  million  before tax) in respect of net gains on the sale of
fixed assets and businesses or termination of operations.

Historical  cost  profit  for the six  months  ended  June 30,  2003 was  $5,901
million,  after  inventory  holding  losses of $152  million and  including  net
exceptional  gains of $471 million ($674  million  before tax) in respect of net
gains on the sale of fixed assets and  businesses or  termination of operations.
For the equivalent  period of 2002,  historical  cost profit was $3,354 million,
including  inventory  holding gains of $998 million and net exceptional gains of
$146 million  ($267  million  before tax) in respect of net gains on the sale of
fixed assets and businesses or termination of operations.

Page 2

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued


Performance  of  operating   segments  is  evaluated  by  management   based  on
replacement cost operating profit or loss.

Replacement  cost profit  before  exceptional  items (which  excludes  inventory
holding  gains and losses) was $2,454  million and $5,582  million for the three
months and six months  ended June 30, 2003  respectively,  compared  with $1,311
million and $2,235 million for the equivalent periods of 2002.

Replacement cost profit before exceptional items for the three months ended June
30, 2003 included an impairment  charge of $108 million  related to the Kepadong
field in  Indonesia  and charges of $12 million in respect of our  restructuring
activities in the UK in Exploration and Production,  Veba  integration  costs of
$41 million in Refining and Marketing and a $5 million  credit  resulting from a
reduction in the provision for costs  associated  with closure of  polypropylene
capacity in Petrochemicals. Replacement cost profit before exceptional items for
the three  months  ended June 30,  2002  included  restructuring  charges of $90
million in  Exploration  and  Production;  a credit of $184 million for business
interruption  insurance  proceeds,  costs of $47  million  related to a pipeline
incident and Veba  integration  costs of $23 million in Refining and  Marketing;
restructuring  charges  and  Solvay  and  Erdolchemie  integration  costs of $43
million  in  Petrochemicals;  and a $355  million  adjustment  to the  North Sea
deferred tax balance for the supplementary UK corporation tax rate.

Replacement cost profit before  exceptional  items for the six months ended June
30, 2003 included an impairment  charge of $108 million  related to the Kepadong
field in Indonesia,  an impairment charge of $103 million related to the Yacheng
field  in  China,  charges  of $102  million  in  respect  of our  restructuring
activities  in North  America  and the UK and a $49  million  write-down  of the
Viscount asset in the North Sea in Exploration and Production;  Veba integration
costs of $59 million in Refining and Marketing;  a $5 million  credit  resulting
from a  reduction  in  the  provision  for  costs  associated  with  closure  of
polypropylene  capacity in Petrochemicals;  and a $130 million credit related to
tax restructuring benefits. Replacement cost profit before exceptional items for
the six  months  ended  June 30,  2002  included  restructuring  charges of $162
million and litigation  costs of $55 million in Exploration  and  Production;  a
credit of $184 million for business  interruption  insurance proceeds,  costs of
$47 million  related to a pipeline  incident  and $49 million  Veba  integration
costs  in  Refining  and  Marketing;   restructuring   charges  and  Solvay  and
Erdolchemie  integration  costs of $75  million  in  Petrochemicals;  and a $355
million  adjustment to the North Sea deferred tax balance for the  supplementary
UK corporation tax rate.

The increases in both periods  reflect  higher  average  liquids and natural gas
realizations,   improvement  in  refining  margins,   higher  marketing  margins
(particularly retail margins in the USA and Europe) and increased  petrochemical
margins.  Improved  operating  performance  generated  additional income for the
quarter and half year. Non-cash costs were higher in both periods.

Interest  expense  for the three  months and six months  ended June 30, 2003 was
$191 million and $411 million respectively,  compared with $314 million and $647
million in the same periods of 2002.  The  reductions  in both  periods  reflect
lower average debt and lower interest rates.

Net taxation,  other than production taxes, charged for the three months and six
months ended June 30, 2003 was $1,768 million and $3,573  million  compared with
$1,751 million and $2,504  million in the equivalent  periods last year. The tax
on  exceptional  items was $149 million and $203 million for the second  quarter
and half year respectively,  compared with $160 million and $121 million for the
equivalent  periods in 2002. The effective tax rate on  replacement  cost profit
before  exceptional  items was 39% and 37% for the three  months  and six months
ended June 30, 2003,  compared  with 54% and 51% for the  equivalent  periods in
2002.  The reduction in the second  quarter and half year rate reflects the $355
million adjustment to the North Sea deferred tax provision for the supplementary
UK corporation tax in the second quarter of 2002,  partly offset by the rateably
lower impact of goodwill  amortization and the  depreciation  charge on uplifted
asset values (for which no tax deduction is available) on higher income in 2003.
The effective  tax rate on historical  cost profit was 51% and 37% for the three
months and six months  ended June 30,  2003,  compared  with 46% and 42% for the
equivalent  periods in 2002.  The higher rate in the three months ended June 30,
2003 was due to  non-taxable  inventory  holding  losses arising in that period,
compared with  non-taxable  inventory  holding gains in 2002. For the six months
ended June 30, 2003, the impact of inventory holding losses was not significant.

Capital  expenditure  and  acquisitions  in the second quarter and first half of
2003 was $3.3 billion and $6.2 billion  respectively.  Capital  expenditure  and
acquisitions  for the second quarter and first half of 2002 was $6.1 billion and
$11.8  billion  respectively,  including  $2.4  billion and $5.0 billion for the
acquisition of Veba. Excluding  acquisitions,  capital expenditure for the three
months and six months  ended June 30,  2003 was $3.2  billion  and $6.1  billion
respectively,  compared  with $3.0  billion and $6.1  billion in the  equivalent
periods of 2002.  Disposal proceeds in the second quarter and first half of 2003
were $1.7 billion and $4.1 billion respectively. Disposal proceeds in the second
quarter of 2002 were $2.5 billion,  including  $1.5 billion from the sale of the
Veba upstream assets, and $2.9 billion in the first half.

Page 3

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued


Net cash  inflow  for the three  months  ended  June 30,  2003 was $2.4  billion
compared with $1.9 billion for the equivalent  period of 2002;  higher cash flow
from  operating  activities  was partly  offset by higher tax payments and lower
disposal  proceeds.  Net cash inflow for the six months  ended June 30, 2003 was
$5.6 billion, compared with an outflow of $0.5 billion for the equivalent period
of 2002;  higher cash flow from operating  activities,  higher disposal proceeds
and lower  acquisition  spending were partly offset by higher tax payments.  Net
cash inflow from operating activities was $7.3 billion and $13.3 billion for the
three months and six months ended June 30, 2003,  compared with $5.1 billion and
$8.8  billion in the  equivalent  periods in 2002.  The increase for the quarter
reflected higher depreciation and a lower requirement for working capital partly
offset  by lower  profit.  The  increase  for the  first  half was due to higher
profit, higher depreciation and a lower requirement for working capital.

Net debt at June 30, 2003 was $16.2  billion.  The ratio of net debt to net debt
plus equity was 18% at June 30, 2003  compared with 22% at December 31, 2002. In
addition to reported  debt,  BP uses  conventional  off balance sheet sources of
finance such as operating  leases and joint venture and  associated  undertaking
borrowings.

The Group has access to other  sources  of  liquidity  in the form of  committed
facilities  and other funding  through the capital  markets.  BP believes  that,
taking into  account the  substantial  amounts of undrawn  borrowing  facilities
available,   the  Group  has   sufficient   working   capital  for   foreseeable
requirements.

In the normal  course of business  the Group has entered  into certain long term
purchase  commitments  principally  relating  to take or pay  contracts  for the
purchase of natural gas, crude oil and petrochemicals  feedstocks and throughput
arrangements  for pipelines.  The Group expects to fulfil its obligations  under
these  arrangements  with no  adverse  consequences  to the  Group's  results of
operations or financial condition.

The return on average capital employed on a historical cost basis was 8% for the
second quarter of 2003 compared with 10% for the same period in 2002.  Return on
average capital employed is the ratio of profit including minority shareholders'
interest and  excluding  post-tax  interest on finance  debt to average  capital
employed  for the  period.  Capital  employed  is the total of BP  shareholders'
interest,  minority shareholders' interest and finance debt. Management believes
this performance measure is useful as an indication of capital productivity over
the long  term.  For the six months  ended  June 30,  2003 the return on average
capital employed was 13% compared with 9% in 2002. The return on average capital
employed on a  replacement  cost basis for the three  months ended June 30, 2003
was 11% compared with 7% for the  equivalent  period of 2002. For the six months
ended June 30, 2003 the return on average capital employed was 13% compared with
6% in 2002.  A  reconciliation  of  return  on  average  capital  employed  on a
replacement  cost basis to return on average  capital  employed on a  historical
cost basis is included on page 62 of this report.

BP  announced a second  quarterly  dividend  for 2003 of 6.50 cents per ordinary
share. Holders of ordinary shares will receive 4.039 pence per share and holders
of American Depositary Receipts (ADRs) $0.39 per ADS. The dividend is payable on
September  8,  2003  to  shareholders  on  the  register  on  August  15,  2003.
Participants  in the Dividend  Reinvestment  Plan or the  dividend  reinvestment
facility in the US Direct  Access Plan will  receive the dividend in the form of
shares,  also on September 8, 2003. The company repurchased for cancellation 144
million of its own shares  during the quarter,  at a cost of $1 billion.  During
the first half, 299 million shares were  repurchased  and cancelled at a cost of
$2 billion.

Page 4

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued

DETAILED REVIEW OF BUSINESSES (EXCLUDING EXCEPTIONAL ITEMS)

EXPLORATION AND PRODUCTION



                                                               Three months ended           Six months ended
                                                                    June 30                     June 30
                                                                  (Unaudited)                 (Unaudited)
                                                               2003           2002        2003            2002
                                                            ----------------------     -----------------------
                                                                                         
   Turnover                                      - $m         7,433          6,539      16,501          12,177
   Reconciliation of historical cost and
     replacement cost operating profit
   Total historical cost operating profit        - $m         3,150          2,457       7,482           4,388
   Inventory holding (gains) losses              - $m             3              1          (3)             (2)
                                                            -------         ------      ------          ------
   Total replacement cost operating profit       - $m         3,153          2,458       7,479           4,386
                                                            =======         ======      ======           =====
   Results include:
   Exploration expense                           - $m           101            222         213             346
   Of which: Exploration expenditure written off - $m            43            147          93             206

   Key Statistics:
   Crude oil                Average prices
                            realized by BP       - $/bbl      25.73          24.27       28.50           22.07
                            Production           - mb/d       1,712          1,808       1,771           1,781
   Natural gas liquids      Average prices
                            realized by BP       - $/bbl      17.49          12.40       18.76           11.77
                            Production           - mb/d         199            244         216             239
   Total liquids(a)         Average prices
                            realized by BP       - $/bbl      24.90          22.81       27.47           20.81
                            Production           - mb/d       1,911          2,052       1,987           2,020
   Natural gas              Average prices
                            realized by BP       - $/mcf       3.39           2.45        3.64            2.36
                            Production           - mmcf/d     8,439          8,667       8,727           8,706
   Total hydrocarbons(b)    Average prices
                            realized by BP       - $/boe      22.43          19.01       24.49           17.63
                            Production           - mboe/d     3,366          3,546       3,492           3,521
   Brent oil price                               - $/bbl      26.03          25.07       28.77           23.12
   West Texas Intermediate oil price             - $/bbl      29.02          26.30       31.53           23.94
   Alaska North Slope US West Coast              - $/bbl      27.04          25.04       30.13           22.42
   Henry Hub gas price (c)                       - $/mmbtu     5.40           3.38        5.96            2.87
   UK Gas - National Balancing Point             - p/therm    17.44          12.10       19.35           15.63

---------------

(a)  Crude oil and natural gas liquids

(b)  Natural gas is converted to oil  equivalent  at 5.8 billion  cubic feet = 1
     million barrels.

(c)  Henry Hub First of the Month Index

Turnover  for the three  months  and six months  ended June 30,  2003 was $7,433
million  and  $16,501  respectively  compared  with  $6,539  million and $12,177
million in the  corresponding  periods in 2002,  reflecting  higher  liquids and
natural gas realizations partly offset by lower production.

Historical  cost  operating  profit for the three months ended June 30, 2003 was
$3,150 million after inventory holding losses of $3 million;  for the equivalent
period in 2002  there was a profit of $2,457  million  after  inventory  holding
losses of $1 million.  Historical cost operating profit for the six months ended
June  30,  2003 was  $7,482  million  including  inventory  holding  gains of $3
million;  for the equivalent period in 2002 there was a profit of $4,388 million
including inventory holding gains of $2 million.

Replacement cost operating profit for the three months and six months ended June
30,  2003 was $3,153  million and $7,479  million  respectively,  compared  with
$2,458 million and $4,386 million for the equivalent periods in 2002.

Page 5

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued


EXPLORATION AND PRODUCTION (concluded)

The replacement cost operating profit for the second quarter of 2003 includes an
impairment charge of $108 million related to the Kepadong field in Indonesia and
charges of $12 million in respect of our ongoing restructuring activities in the
UK. The result for the second quarter of 2002 includes  restructuring charges of
$90 million relating to significant  restructuring to reposition the business in
North America and the North Sea.

The  replacement  cost  operating  profit  for the half  year 2003  includes  an
impairment charge of $108 million related to the Kepadong field in Indonesia, an
impairment charge of $103 million related to the Yacheng field in China, charges
of $102 million in respect of restructuring  activities in North America and the
UK and a $49 million  write-down  of the  Viscount  asset in the North Sea.  The
result for the quarter and half year 2002 includes restructuring charges of $162
million  relating to  significant  restructuring  to reposition  the business in
North America and the North Sea and litigation costs of $55 million.

The results for the  quarter  reflected  higher  realizations,  with  liquids up
$2.09/bbl  and natural gas up  $0.94/mcf  on a year ago.  North  American  basin
differentials to the Henry Hub marker price narrowed over the quarter  following
the opening of pipeline  expansion routes.  The results include a credit of $106
million,  reflecting a reduction in the provision for Unrealized Profit in Stock
(UPIS), which removes the upstream margin from downstream inventories, following
a decrease in the Alaska North Slope oil price.  This  compares with a charge of
$83 million in the equivalent quarter last year.

The half year results also  reflected  the impact of higher  realizations,  with
liquids up $6.66/bbl and gas up $1.28/mcf.  The results  include a charge of $19
million  for UPIS to remove  the  additional  upstream  margin  from  downstream
inventories  following  an  increase in the Alaska  North Slope oil price.  This
compares with a charge of $139 million in the same period of 2002.

Second quarter production was down 5% (2% after adjusting for divestments).  The
decrease,  which follows an increase of over 3% in the first  quarter,  reflects
the impact of higher prices on production sharing contract volumes,  the pattern
of planned quarterly maintenance and lower NGL production owing to strong US gas
prices.  For the half year,  production  was down 1% (up 1% after  adjusting for
divestments). Declines in existing profit centres were as expected and more than
offset by growth from new profit  centres,  particularly  Trinidad and Deepwater
Gulf of Mexico.

During the quarter we had two exploration successes in Angola:  Saturno in Block
31 and Clochas in Block 15; along with Saqqara in the Gulf of Suez in Egypt.

Atlantic LNG Train 3 started up ahead of schedule in April and the government of
Trinidad and Tobago approved the Atlantic Train 4 project in June.  Construction
of the  Baku-Tbilisi-Ceyhan  pipeline began in May. Progress in Angola continued
with the approval of the Dalia development by Sonangol in April.

We have  continued  our  programme  to  improve  returns  and  enhance  value by
high-grading our portfolio.  During the second quarter of 2003 we have completed
the  divestment  of several US onshore and Gulf of Mexico shelf  properties  and
agreed  the sale of the  Liuhua  and QHD  fields in China to the China  National
Offshore Oil  Corporation.  On May 19, 2003 the sale of our interest in the Gyda
field in Norway to Talisman  was  announced.  We also  announced an agreement in
principle  to sell 50% of the In Amenas gas  condensate  project  and 49% of our
interest in In Salah gas in Algeria to Statoil.

Progress continues in the establishment of our new joint venture TNK-BP with the
signing of the agreement with the Alfa Group and Access-Renova on June 26, 2003.
This  agreement  finalizes  all the  material  commercial  arrangements  for the
formation  of the TNK-BP joint  venture  company,  which will be effective  from
January 1, 2003,  subject to the approval of  regulatory  authorities  including
those at the European Union, in Ukraine and in Russia.

Page 6

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued

GAS, POWER AND RENEWABLES



                                                               Three months ended           Six months ended
                                                                    June 30                     June 30
                                                                  (Unaudited)                 (Unaudited)
                                                               2003           2002        2003            2002
                                                            ----------------------     -----------------------
                                                                                          
   Turnover                                      - $m        14,875          8,235      32,873           16,003
   Reconciliation of historical cost and
     replacement cost operating profit
   Total historical cost operating profit        - $m            31            118         252             233
   Inventory holding (gains) losses              - $m            72             (4)         45              (8)
                                                            -------        -------     -------         -------
   Total replacement cost operating profit       - $m           103            114         297             225
                                                            =======        =======     =======         =======


Turnover  for the three  months and six months  ended June 30,  2003 was $14,875
million and  $32,873  million  respectively  compared  with  $8,235  million and
$16,003  million in the same  periods in 2002.  The increase for the quarter and
first half reflects higher natural gas prices and sales volumes.

Historical  cost  operating  profit for the three months ended June 30, 2003 was
$31 million after  inventory  holding losses of $72 million;  for the equivalent
period in 2002 there was a profit of $118 million  including  inventory  holding
gains of $4 million.  Historical cost operating  profit for the six months ended
June 30, 2003 was $252 million after  inventory  holding  losses of $45 million;
for the equivalent  period in 2002 there was a profit of $233 million  including
inventory holding gains of $8 million.

Replacement cost operating profit for the three months and six months ended June
30, 2003 was $103  million and $297  million  respectively,  compared  with $114
million and $225 million for the same periods in 2002.

The  reduction  in the second  quarter  results  is due to the  absence of a $40
million  contribution from Ruhrgas following the sale of our interest last year,
mostly offset by improved  performance.  The half-year  results increased due to
improved  performance which more than offset the loss of the $96 million Ruhrgas
contribution.

The second  quarter  and half year  results  reflected  an increase in gas sales
volumes and strong performance from the global LNG business.  Second quarter gas
sales volumes were up 23%, and equity LNG sales up 58%. During the quarter,  the
first  cargo of LNG was sold from the  newly  commissioned  Train 3 of  Atlantic
LNG's  facility in Trinidad and Tobago.  On 1 July,  BP took delivery of the LNG
ship,  the British  Merchant,  which is the third and final ship to be delivered
under the initial phase of the global LNG strategy.  Also during the quarter, BP
and Oman LNG  signed a  memorandum  of  understanding  for the supply of up to 4
million  tonnes of LNG over a six-year  period to strengthen  BP's gas marketing
position in Spain.

Higher gas prices  relative  to  liquids  prices in North  America in the second
quarter  have led to lower  production  and sales  volumes  in the  natural  gas
liquids  business  and a lower  result  compared  with a year ago. The half year
result was similar to a year ago.

Page 7

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued


REFINING AND MARKETING



                                                            Three months ended            Six months ended
                                                                 June 30                      June 30
                                                               (Unaudited)                  (Unaudited)
                                                            2003           2002         2003            2002
                                                         ----------------------      -----------------------
                                                                                       
   Turnover                                   - $m        36,949         31,870       78,384          56,759
   Reconciliation of historical cost and
     replacement cost operating profit
   Total historical cost operating profit     - $m           116          1,047        1,367           1,610
   Inventory holding (gains) losses           - $m           773           (444)         153            (939)
                                                         -------         ------      -------         -------
   Total replacement cost operating profit    - $m           889            603        1,520             671
                                                         =======         ======      =======         =======
   Total refined product sales                - mb/d       7,023          6,479        6,914           6,491
   Refinery throughputs                       - mb/d       3,265          3,103        3,146           3,049
   Refining availability (a)                  - %           96.7           95.8         95.4            95.8
   Global Indicator Refining Margin (b)       - $/bbl       3.27           2.06         3.89            1.85


---------------

(a)  Refining availability is the weighted average percentage of the period that
     refinery units are available for processing,  after accounting for downtime
     such as turnarounds.

(b)  The Global  Indicator  Refining Margin (GIM) is the average of six regional
     indicator margins weighted for BP's crude refining capacity in each region.
     Each regional  indicator margin is based on a single  representative  crude
     with  product  yields  characteristic  of the  typical  level of  upgrading
     complexity. The regional indicator margins may not be representative of the
     margins  achieved by BP in any period because of BP's  particular  refinery
     configurations and crude and product slate.

Turnover  for the three  months and six months  ended June 30,  2003 was $36,949
million and $78,384  million  respectively,  compared  with $31,870  million and
$56,759 million for the same periods in the prior year. The increase in turnover
for the second quarter and first half is principally  due to a stronger Euro and
higher product  prices.  The increase in turnover for the first half is due to a
stronger Euro, higher product prices, particularly in the USA, and an additional
month of contribution from Veba.

Historical  cost  operating  profit for the three months ended June 30, 2003 was
$116 million after inventory holding losses of $773 million;  for the equivalent
period in 2002 there was a profit of $1,047 million including  inventory holding
gains of $444 million. Historical cost operating profit for the six months ended
June 30, 2003 was $1,367 million after inventory holding losses of $153 million;
for the equivalent period in 2002 there was a profit of $1,610 million including
inventory holding gains of $939 million.

Replacement cost operating profit for the three months and six months ended June
30, 2003 was $889 million and $1,520  million  respectively,  compared with $603
million and $671 million for the corresponding periods of 2002.

The results for the second quarter of 2003 include Veba integration costs of $41
million.  The results for the second  quarter of 2002 include a credit to income
for business interruption  insurance proceeds of $184 million,  partly offset by
costs of $47 million  associated with an Olympic  pipeline  incident in 1999 and
Veba integration costs of $23 million.

The results for the first half of 2003  include  Veba  integration  costs of $59
million.  The results for the first half of 2002  include a credit to income for
business interruption insurance proceeds of $184 million, partly offset by costs
of $47 million  associated  with an Olympic  pipeline  incident in 1999 and Veba
integration costs of $49 million.

The results for the quarter and half year reflect  improved  worldwide  refining
margins and higher marketing margins, particularly retail margins in the USA and
Europe,  with  some  offset  from  higher  utility  costs.   Improved  operating
performance also contributed to the results in the marketing businesses.

Refining  throughputs  for the three  months and six months  ended June 30, 2003
increased  by 5% and  3%  respectively,  compared  with  a  year  ago.  Refining
availability  for the three  months and six months ended June 30, 2003 was 96.7%
and 95.4% respectively  compared with 95.8% and 95.8% for the equivalent periods
in 2002.  Marketing  volumes for the three  months and six months ended June 30,
2003 were 1.8% and 0.5% lower than a year ago.

An additional 760 sites were reimaged  during the second  quarter,  bringing the
total number of sites with the BP Helios to some 12,000 worldwide.

Page 8

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued

PETROCHEMICALS



                                                               Three months ended           Six months ended
                                                                    June 30                     June 30
                                                                  (Unaudited)                 (Unaudited)
                                                               2003           2002        2003            2002
                                                            ----------------------      ----------------------
                                                                                          
   Turnover                                      - $m         4,003          3,584       7,941           6,226
   Reconciliation of historical cost and
     replacement cost operating profit
   Total historical cost operating profit        - $m           210            281         495             328
   Inventory holding (gains) losses              - $m           103            (78)        (43)            (49)
                                                            -------         ------      ------          ------
   Total replacement cost operating profit       - $m           313            203         452             279
                                                            =======         ======      ======          ======
   Production (a)                                - kte        6,770          6,889      13,750          13,500
   Chemicals Indicator Margin (b)                - $/te         120(c)         109         108(c)           95


---------------

(a)  Includes  BP share of joint  ventures,  associated  undertakings  and other
     interests in production.

(b)  The   Chemicals   Indicator   Margin   (CIM)  is  a  weighted   average  of
     externally-based  product margins.  It is based on market data collected by
     Nexant  (formerly Chem Systems) in their quarterly  market  analyses,  then
     weighted  based on BP's  product  portfolio.  It does not cover our  entire
     portfolio of products,  and  consequently  is only  indicative  rather than
     representative  of the  margins  achieved by BP in any  particular  period.
     Amongst  the  products  and  businesses  covered in the CIM are olefins and
     derivatives,  the aromatics and derivatives,  linear alpha-olefins  (LAOs),
     acetic acid, vinyl acetate monomers and nitriles.  Not included are fabrics
     and fibres,  plastic fabrications,  poly alpha-olefins (PAOs),  anhydrides,
     speciality  intermediates,  and the  remaining  parts of the  solvents  and
     acetyls businesses.

(c)  Provisional. The data for the second quarter is based on two months' actual
     and one month of provisional data.

Turnover  for the three  months  and six months  ended June 30,  2003 was $4,003
million and $7,941 million respectively, compared with $3,584 million and $6,226
million for the  equivalent  periods in 2002.  The  increase in turnover for the
second quarter of 2003 as compared with 2002 primarily  reflects  higher product
prices,  with the increase for the first half also reflecting  higher production
as a result of improved plant utilization and organic growth.

Historical  cost  operating  profit for the three months ended June 30, 2003 was
$210 million after inventory holding losses of $103 million;  for the equivalent
period in 2002 there was a profit of $281 million  including  inventory  holding
gains of $78 million.  Historical cost operating profit for the six months ended
June 30, 2003 was $495 million including inventory holding gains of $43 million;
for the equivalent  period in 2002 there was a profit of $328 million  including
inventory holding gains of $49 million.

Replacement cost operating profit for the three months and six months ended June
30, 2003,  was $313 million and $452 million  respectively,  compared  with $203
million and $279 million for the equivalent periods in 2002.

The results for the three  months and six months  ended June 30, 2003  include a
credit of $5 million  resulting  from a  reduction  in the  provision  for costs
associated  with the closure of  polypropylene  capacity in the USA.  The second
quarter  2002  results  include  charges of $29  million for  restructuring  our
Research and Technology facilities and Solvay and Erdolchemie  integration costs
of $14 million.  The results for the first half of 2002  include  charges of $29
million for  restructuring  our Research and Technology  facilities and costs of
$46  million  related to major  site  restructuring  and Solvay and  Erdolchemie
integration.

The higher  profits for the second  quarter  compared  with a year ago, were due
primarily  to  lower  feedstock  costs  and  improved   margins  across  several
businesses.  Production of 6,770  thousand  tonnes in the second  quarter was 2%
below the second quarter of 2002.  Although  demand in Europe showed  continuing
weakness, overall sales remained flat.

The first half results were higher than that of a year ago,  reflecting improved
margins,  cost  management and improved  reliability  of operations.  First half
production  was 250 thousand  tonnes higher than a year ago due to core business
sales growth from Asian PTA and acetic acid plant  start-ups  and an  additional
month of production from Veba.

During the  second  quarter we  completed  the  divestment  of our  interest  in
Petrokimia Nusantara Interindo,  PT (PT Peni), our polyethylene joint venture in
Indonesia.

Page 9

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - continued

OTHER BUSINESSES AND CORPORATE


                                                       Three months ended           Six months ended
                                                            June 30                     June 30
                                                          (Unaudited)                 (Unaudited)
                                                       2003           2002        2003            2002
                                                      --------------------       ---------------------
                                                                                    
   Turnover                                  - $m       129            136         240             271
   Total historical cost operating (loss)    - $m      (134)          (128)       (299)           (253)


Other  businesses and corporate  comprises  Finance,  the group's coal asset and
aluminium asset, its investments in PetroChina and Sinopec,  interest income and
costs relating to corporate activities. In July, BP announced that it has agreed
to sell its 50 per cent interest in the Indonesian coal mining company PT Kaltim
Prima Coal to PT Bumi Resources,  subject to the receipt of certain  shareholder
and other approvals.

EXCEPTIONAL ITEMS


                                                            Three months ended           Six months ended
                                                                 June 30                     June 30
                                                               (Unaudited)                 (Unaudited)
                                                            2003           2002        2003            2002
                                                          ---------------------      ----------------------
                                                                                        
   Profit (loss) on sale of fixed assets and
   businesses or termination of operations       - $m        280            376         674             267
   Taxation credit (charge)                      - $m       (149)          (160)       (203)           (121)
                                                         -------         ------      ------          ------
   Exceptional items after taxation              - $m        131            216         471             146
                                                         =======         ======      ======          ======


Exceptional  items  for the  second  quarter  include  a gain on the sale of our
interest in the North Sea Forties oil field,  partly  offset by a provision  for
the loss on disposal of QHD in China.

OUTLOOK

World  economic  activity has  continued  to grow only slowly  during the second
quarter,  with OECD  industrial  production  weakening.  US consumer  confidence
remains below the levels of last June, but with some signs of modest improvement
compared with the first quarter of this year. The impact of SARS was discernible
in lower economic  activity in the second quarter in Asia, but there are already
signs that the region is recovering into the second half of the year.

Crude oil markets  continue to be characterized  by relative  tightness.  On the
basis of preliminary estimates, OECD commercial inventories ended the quarter at
the lowest  seasonal  level for over a decade.  Crude oil prices  have been well
supported,  averaging  $26.03 per barrel (Dated Brent) in the second quarter and
over $28 per barrel in July to date.  The seasonal  pick-up in oil demand in the
second half of the year,  OPEC's June  production  cuts and an anticipated  slow
recovery in Iraqi oil  production  point to  continued  price  support in coming
months.

US natural gas prices fell back in the second  quarter but remained  high,  with
the  Henry  Hub  first of the  month  index  averaging  $5.40/mmbtu.  Gas  price
differentials in the Rockies have narrowed  significantly  following the opening
of the Kern River pipeline  expansion.  High prices have  instigated a number of
market  reactions.  These,  together with mild weather,  have led to a series of
very  high  storage  injections  in  recent  weeks,   despite  falling  domestic
production.  Prices look set to stay above  residual  fuel oil parity during the
third quarter.

Refining  margins have started the third quarter at similar levels to the second
quarter (BP GIM  $3.27/bbl)  and remain firm in most  regions.  OECD  commercial
product  inventories are still at five-year lows and should continue to underpin
refining fundamentals in the short term.

The strong retail  margins  experienced  in the second quarter have softened and
are projected to revert to more typical levels in the third quarter.

Petrochemical  margins in the first half of 2003 were above  those of last year,
with higher product prices for the majority of  petrochemical  products.  Recent
increases  in  feedstock  costs  and flat  demand  are  expected  to result in a
challenging environment in the third quarter.


Page 10

                           BP p.l.c. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                        RESULTS OF OPERATIONS - concluded


Consistent with our financial framework and plan for the year, we expect capital
expenditure to be in the range of $14 to 14.5 billion,  excluding  acquisitions.
As  previously  indicated,  2003 is  expected to be the peak year for our medium
term capital  spending  programme.  The $14 to 14.5 billion  range  excludes the
initial cash payment due on  completion of the TNK-BP  transaction,  expected to
complete later in the summer. In addition,  subject to the trading  environment,
we expect  to make  payments  of up to $2  billion  to a number  of the  Group's
pension  funds in the second half of 2003. At the end of 2002,  our  expectation
with respect to pension  contributions  in 2003 was in the range of $0.5 billion
to  $0.7  billion.   This  increase  in  the  level  of  contributions   follows
finalization  of the  actuarial  valuations  and  further  review of the funding
requirements.  If  additional  funds are  available  after  making  the  pension
contributions,  we will pursue  further  share  buybacks.  We expect  gearing to
return to the lower half of our 25-35% target range following these events.

FORWARD-LOOKING STATEMENTS

In order to utilize the 'Safe Harbor'  provisions  of the United States  Private
Securities  Litigation  Reform  Act  of  1995,  BP is  providing  the  following
cautionary  statement.  The foregoing  discussion,  in particular,  although not
limited to, the  statements  under  'Group  Results'  and the  statements  under
'Outlook',  with regard to hydrocarbon  production growth, the economic outlook,
trends in the trading  environment,  the timing of acquisitions and divestments,
share  repurchases,  the timing of new  projects,  oil,  gas and  petrochemicals
margins, refining margins, retail margins,  realizations on gas sales, inventory
and product stock levels,  capacity  utilization,  capital  expenditure  trends,
gearing,  working  capital,  profitability,   results  of  operations,  dividend
payments,  pension scheme funding,  long term purchase commitments and liquidity
or  financial  position  are  all  forward-looking  in  nature.  Forward-looking
statements  are also  identified  by such  phrases  as 'will',  'expects',  'is
expected to',  'should',  'may',  'is likely to',  'intends' and 'believes'.  By
their nature,  forward-looking  statements involve risk and uncertainty  because
they relate to events and depend on circumstances  that will occur in the future
and are outside the control of BP.  Actual  results may differ  materially  from
those expressed in such statements, depending on a variety of factors, including
the  specific   factors   identified  in  the  discussions   accompanying   such
forward-looking statements, future levels of industry product supply, the timing
of bringing new fields onstream, demand and pricing, exchange rate fluctuations,
operational problems,  political stability and economic growth in relevant areas
of the world, development and use of new technology,  successful partnering, the
actions of  competitors,  the actions of third party suppliers of facilities and
services, natural disasters and other changes to business conditions,  prolonged
adverse weather  conditions,  wars and acts of terrorism or sabotage,  and other
factors  discussed  elsewhere in this report.  These and other factors may cause
actual results and  developments  to differ  materially  from those expressed or
implied by these forward-looking statements.  Additional information,  including
information  on factors  which may affect BP's  business,  is  contained in BP's
Annual  Report and Annual  Accounts for 2002 and the Annual  Report on Form 20-F
for 2002 filed with the US Securities and Exchange Commission.

2003 DIVIDENDS

On July 29, 2003, BP p.l.c.  announced a second  quarterly  dividend for 2003 of
6.50 cents per ordinary share of 25 cents (ordinary shares),  representing $0.39
per American  Depositary  Share (ADS) amounting to $1,433 million in total.  The
record date for qualifying US resident holders of American  Depositary Shares as
well as holders of ordinary  shares is August 15, 2003,  with payment to be made
on September 8, 2003.

Under the former  US-UK  Income Tax Treaty,  dividends  paid to  qualifying  ADS
holders  entitled  them to a refund of a deemed UK tax credit  equal to 1/9th of
the announced  dividend.  This credit was exactly  offset by an amount deemed by
the former  US-UK Income Tax Treaty to be a UK  withholding  tax. The net effect
for  ADS  holders  was a cash  payment  equal  to the  amount  of the  announced
dividend,  a  potential  foreign  tax  credit  equal to  1/9th of the  announced
dividend,  and a gross dividend equal to the sum of those two amounts. Under the
new US-UK Tax Treaty, this deemed tax credit is no longer available on dividends
paid to qualifying ADS shareholders, beginning with the first quarterly dividend
for 2003.

A dividend  reinvestment  facility  is  available  for  holders of ADSs  through
JPMorgan  Chase  Bank  (formerly   known  as  Morgan  Guaranty  Trust  Company).
Participants  in the dividend  reinvestment  facility  included in the US Direct
Access Plan will  receive the  dividend  in the form of shares on  September  8,
2003.

Page 11

                           BP p.l.c. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME




                                                            Three months ended                Six months ended
                                                                  June 30                          June 30
                                                                (Unaudited)                      (Unaudited)
                                                           2003             2002            2003            2002
                                                       -------------------------        ------------------------
                                                                  ($ million, except per share amounts)

                                                                                              
Turnover - Note 2                                        56,671           44,059         120,857          80,628
Less: joint ventures                                        364              404             762             683
                                                      ---------       ----------       ---------        --------
Group turnover                                           56,307           43,655         120,095          79,945

Cost of sales                                            49,449           36,652         103,888          67,730
Production taxes - Note 3                                   382              315             886             562
                                                      ---------       ----------       ---------        --------
Gross profit                                              6,476            6,688          15,321          11,653
Distribution and administration expenses                  3,406            3,123           6,650           5,814
Exploration expense - Note 4                                101              222             213             346
                                                      ---------       ----------       ---------        --------
                                                          2,969            3,343           8,458           5,493
Other income                                                197              147             328             272
                                                      ---------       ----------       ---------        --------
Group operating profit                                    3,166            3,490           8,786           5,765
Share of profits of joint ventures                          104               89             222             159
Share of profits of associated undertakings                 103              196             289             382
                                                      ---------       ----------       ---------        --------
Total operating profit                                    3,373            3,775           9,297           6,306
Profit (loss) on sale of fixed assets and
businesses                                                  280              376             674             267
or termination of operations - Note 5
                                                      ---------       ----------       ---------        --------
Profit before interest and tax                            3,653            4,151           9,971           6,573
Interest expense - Note 6                                   191              314             411             647
                                                      ---------       ----------       ---------        --------
Profit before taxation                                    3,462            3,837           9,560           5,926
Taxation - Note 7                                         1,768            1,751           3,573           2,504
                                                      ---------       ----------       ---------        --------
Profit after taxation                                     1,694            2,086           5,987           3,422
Minority shareholders' interest                              60               28              86              68
                                                      ---------       ----------       ---------        --------
Profit for the period (a)                                 1,634            2,058           5,901           3,354
                                                      =========       ==========       =========        ========
Earnings per ordinary share - cents (a)
     Basic                                                 7.41             9.18           26.52           14.96
     Diluted                                               7.39             9.13           26.44           14.88
                                                      ---------       ----------       ---------        --------
Earnings per American Depositary Share - cents (a)
     Basic                                                44.46            55.08          159.12           89.76
     Diluted                                              44.34            54.78          158.64           89.28
                                                     ----------       ----------      ----------      ----------

Average number of outstanding ordinary
shares (thousand)                                    22,164,026       22,426,830      22,244,797      22,414,904
                                                     ==========       ==========      ==========      ==========


---------------

(a)  A summary of the material  adjustments to profit for the period which would
     be required  if  generally  accepted  accounting  principles  in the United
     States had been applied instead of those  generally  accepted in the United
     Kingdom is given in Note 13.

Page 12



                                                      BP p.l.c. AND SUBSIDIARIES
                                                      CONSOLIDATED BALANCE SHEET





                                                      June 30, 2003                         December 31, 2002
                                                       (Unaudited)
                                                  ---------------------                 -----------------------
                                                                           ($ million)
Fixed assets
                                                                                                
   Intangible assets                                             13,896                                  15,566
   Tangible assets                                               89,285                                  87,682
   Investments                                                   10,684                                  10,811
                                                               --------                                --------
                                                                113,865                                 114,059
Current assets
   Inventories                                       9,759                                   10,181
   Receivables                                      36,892                                   33,150
   Investments                                         329                                      215
   Cash at bank and in hand                          2,115                                    1,520
                                                   -------                                  -------
                                                    49,095                                   45,066
                                                   -------                                  -------

Current liabilities - falling due within one year
   Finance debt                                      5,885                                   10,086
   Accounts payable and accrued liabilities         39,337                                   36,215
                                                   -------                                  -------
                                                    45,222                                   46,301
                                                   -------                                  -------

Net current assets (liabilities)                                  3,873                                  (1,235)
                                                                -------                                 -------
Total assets less current liabilities                           117,738                                 112,824

Noncurrent liabilities
   Finance debt                                     12,709                                   11,922
   Accounts payable and accrued liabilities          3,509                                    3,455
   Provisions for liabilities and charges
      Deferred tax                                  14,322                                   13,514
      Other                                         14,117                                   13,886
                                                   -------                                  -------
                                                                 44,657                                  42,777
                                                               --------                                --------
Net assets                                                       73,081                                  70,047
Minority shareholders' interest - equity                          1,016                                     638
                                                               --------                                --------

BP shareholders' interest (a) - Note 10                          72,065                                  69,409
                                                               ========                                ========

Represented by:
Capital shares
   Preference                                                        21                                      21
   Ordinary                                                       5,526                                   5,595
Paid-in surplus                                                   4,393                                   4,243
Merger reserve                                                   27,057                                  27,033
Retained earnings                                                34,919                                  32,344
Other reserves                                                      149                                     173
                                                               --------                                --------
                                                                 72,065                                  69,409
                                                               ========                                ========


---------------

(a) A summary of the material  adjustments  to BP  shareholders'  interest which
would be required if  generally  accepted  accounting  principles  in the United
States  had been  applied  instead  of those  generally  accepted  in the United
Kingdom is given in Note 13.

Page 13

                           BP p.l.c. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS




                                                               Three months ended            Six months ended
                                                                     June 30                      June 30
                                                                   (Unaudited)                  (Unaudited)
                                                               2003           2002          2003            2002
                                                            ----------------------       -----------------------
                                                                                 ($ million)
                                                                                               
Net cash inflow from operating activities                     7,346          5,133        13,307           8,769
                                                            -------        -------       -------         -------
Dividends from joint ventures                                    28             16            41              99
                                                            -------        -------       -------         -------
Dividends from associated undertakings                          177            154           232             207
                                                            -------        -------       -------         -------
Servicing of finance and returns on investments
Interest received                                                52             57            83             105
Interest paid                                                  (446)          (342)         (653)           (651)
Dividends received                                               42             58            48              60
Dividends paid to minority shareholders                         (11)            (3)          (13)            (16)
                                                            -------        -------       -------         -------
Net cash outflow from servicing of finance
and returns on investments                                     (363)          (230)         (535)           (502)
                                                            -------        -------       -------         -------

Taxation
UK corporation tax                                             (280)          (167)         (592)           (354)
Overseas tax                                                 (1,573)          (760)       (1,893)         (1,018)
                                                            -------        -------       -------         -------
Tax paid                                                     (1,853)          (927)       (2,485)         (1,372)
                                                            -------        -------       -------         -------

Capital expenditure and financial investment
Payments for fixed assets                                    (2,760)        (2,793)       (5,637)         (5,592)
Proceeds from the sale of fixed assets                        1,652            939         3,969           1,256
                                                            -------        -------       -------         -------
Net cash outflow for capital expenditure and
financial investment                                         (1,108)        (1,854)       (1,668)         (4,336)
                                                            -------        -------       -------         -------

Acquisitions and disposals
Investments in associated undertakings                         (331)          (488)         (517)           (631)
Acquisitions, net of cash acquired                             (150)          (139)         (150)         (1,689)
Net investment in joint ventures                                 (2)           (68)          (16)           (114)
Proceeds from the sale of businesses                             19          1,584           179           1,615
                                                            -------        -------       -------         -------
Net cash (outflow) inflow for acquisitions
and disposals                                                  (464)           889          (504)           (819)
                                                            -------        -------       -------         -------
Equity dividends paid                                        (1,386)        (1,290)       (2,783)         (2,578)
                                                            -------        -------       -------         -------
Net cash inflow (outflow)                                     2,377          1,891         5,605            (532)
                                                            =======        =======       =======         =======

Financing                                                     1,355          2,017         4,948            (266)
Management of liquid resources                                   93             33           106            (132)
Increase (decrease) in cash                                     929           (159)          551            (134)
                                                            -------        -------       -------         -------
                                                              2,377          1,891         5,605            (532)
                                                            =======        =======       =======         =======


---------------

(a)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow statement presented on a SFAS 95 format is included in Note 13.

Page 14

                           BP p.l.c. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS - concluded




                                                               Three months ended            Six months ended
                                                                     June 30                      June 30
                                                                   (Unaudited)                  (Unaudited)
                                                               2003           2002          2003            2002
                                                            ----------------------       -----------------------
                                                                                 ($ million)
                                                                                               
Reconciliation of historical cost profit before interest
and tax to net cash inflow from operating activities

Profit before interest and tax                                3,653          4,151        9,971           6,573
Depreciation and amounts provided                             2,653          2,227        5,362           4,380
Exploration expenditure written off                              43            147           93             206
Share of profits of joint ventures and associated
undertakings                                                   (207)          (288)        (511)           (544)
Interest and other income                                      (100)          (118)        (148)           (181)
(Profit) loss on sale of fixed assets and businesses           (280)          (374)        (674)           (265)
Charge for provisions                                           204            325          406             494
Utilization of provisions                                      (316)          (373)        (544)           (611)
Decrease (increase) in inventories                              193           (807)         569          (1,303)
Decrease (increase) in debtors                                3,252         (1,614)      (3,683)         (2,024)
(Decrease) increase in creditors                             (1,749)         1,857        2,466           2,044
                                                            -------        -------       -------         -------
Net cash inflow from operating activities                     7,346          5,133       13,307           8,769
                                                            =======        =======       =======         =======

Financing
Long-term borrowing                                            (208)          (752)      (1,223)         (2,498)
Repayments of long-term borrowing                               607            663        1,010             897
Short-term borrowing                                           (418)          (753)      (1,044)         (4,252)
Repayments of short-term borrowing                              388          2,891        4,287           5,710
                                                            -------        -------       -------         -------
                                                                369          2,049        3,030            (143)

Issue of ordinary share capital                                 (14)           (32)         (81)           (123)
Repurchase of ordinary share capital                          1,000              -        1,999               -
                                                            -------        -------       -------         -------
Net cash outflow (inflow) from financing                      1,355          2,017        4,948            (266)
                                                            =======        =======       =======         =======


---------------

(a)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow statement presented on a SFAS 95 format is included in Note 13.

Page 15

                           BP p.l.c. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   The  results for the interim  periods are  unaudited  and in the opinion of
     management include all adjustments necessary for a fair presentation of the
     results for the periods  presented.  The interim  financial  statements and
     notes  included  in this  Report  should  be read in  conjunction  with the
     consolidated  financial  statements  and  related  notes for the year ended
     December  31, 2002  included in BP's Annual  Report on Form 20-F filed with
     the Securities and Exchange Commission.



                                                      Three months ended              Six months ended
                                                           June 30                        June 30
                                                         (Unaudited)                    (Unaudited)
                                                     2003             2002          2003             2002
                                                  ------------------------       ------------------------
                                                                        ($ million)
                                                                                       
2.   Turnover
     By business
     Exploration and Production                     7,433            6,539        16,501           12,177
     Gas, Power and Renewables                     14,875            8,235        32,873           16,003
     Refining and Marketing                        36,949           31,870        78,384           56,759
     Petrochemicals                                 4,003            3,584         7,941            6,226
     Other businesses and corporate                   129              136           240              271
                                                  -------          -------       -------          -------
                                                   63,389           50,364       135,939           91,436
     Less: sales between businesses                 7,082            6,709        15,844           11,491
                                                  -------          -------       -------          -------
     Group excluding joint ventures                56,307           43,655       120,095           79,945
     Share of sales of joint ventures                 364              404           762              683
                                                  -------          -------       -------          -------
                                                   56,671           44,059       120,857           80,628
                                                  =======          =======       =======          =======

     By geographical area
     Group excluding joint ventures
     UK                                            13,456           12,509        28,883           23,504
     Rest of Europe                                12,206           12,219        25,228           21,338
     USA                                           25,984           19,663        57,082           34,928
     Rest of World                                 12,102            8,035        25,838           15,019
                                                  -------          -------       -------          -------
                                                   63,748           52,426       137,031           94,789
     Less: sales between areas                      7,441            8,771        16,936           14,844
                                                  -------          -------       -------          -------
                                                   56,307           43,655       120,095           79,945
                                                  =======          =======       =======          =======
3.   Production taxes
     UK petroleum revenue tax                          58               90           191              153
     Overseas production taxes                        324              225           695              409
                                                  -------          -------       -------          -------
                                                      382              315           886              562
                                                  =======          =======       =======          =======
4.   Exploration expense
     Exploration and Production
         UK                                             2                4             5               10
         Rest of Europe                                 5               13             9               36
         USA                                           47              133            84              175
         Rest of World                                 47               72           115              125
                                                  -------          -------       -------          -------
                                                      101              222           213              346
                                                  =======          =======       =======          =======


Page 16

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued




                                                      Three months ended              Six months ended
                                                           June 30                        June 30
                                                         (Unaudited)                    (Unaudited)
                                                     2003             2002          2003             2002
                                                  ------------------------       ------------------------
                                                                        ($ million)
                                                                                       
5.   Analysis of exceptional items
     Profit (loss) on sale of fixed assets and
     businesses or termination of operations
     Exploration and Production                       333              427           766              432
     Gas, Power and Renewables                          6               (1)            6               (1)
     Refining and Marketing                           (49)              31          (101)             (14)
     Petrochemicals                                     2              (85)            9             (145)
     Other businesses and corporate                   (12)               4            (6)              (5)
                                                  -------          -------       -------          -------
     Exceptional items before taxation                280              376           674              267
     Taxation charge                                 (149)            (160)         (203)            (121)
                                                  -------          -------       -------          -------
     Exceptional items after taxation                 131              216           471              146
                                                  =======          =======       =======          =======

6.   Interest expense
     Group interest payable                           163              261           350              528
     Capitalized                                      (43)             (25)          (77)             (40)
                                                  -------          -------       -------          -------
                                                      120              236           273              488
     Joint ventures                                    17               15            30               29
     Associated undertakings                           12               21            22               45
     Unwinding of discount on provisions               42               42            86               85
                                                  -------          -------       -------          -------
                                                      191              314           411              647
                                                  =======          =======       =======          =======

7.   Charge for taxation
     Current                                        1,406            1,040         2,987            1,573
     Deferred (a)                                     362              711           586              931
                                                  -------          -------       -------          -------
                                                    1,768            1,751         3,573            2,504
                                                  =======          =======       =======          =======
     UK (a)                                           413              646           898              835
     Overseas                                       1,355            1,105         2,675            1,669
                                                  -------          -------       -------          -------
                                                    1,768            1,751         3,573            2,504
                                                  =======          =======       =======          =======
(a)  Includes the adjustment to the North Sea
     deferred tax balance for the supplementary
     UK corporation tax of 10%                          -              355             -              355
                                                  -------          -------       -------          -------


Page 17

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


8. Business and geographical analysis



                                                           Gas,                                  Other
                                      Exploration         Power     Refining                businesses
By business                                   and           and          and       Petro-          and
                                       Production    Renewables    Marketing    Chemicals    corporate    Eliminations     Total
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
                                                                       ($ million)
                                                                                                     
Three months
ended June 30, 2003
Group turnover
-   third parties                           2,125        14,420       35,785        3,848          129               -    56,307
-   sales between businesses                5,308           455        1,164          155            -          (7,082)        -
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
                                            7,433        14,875       36,949        4,003          129          (7,082)   56,307
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------

Share of sales by joint ventures              168             -          112           84            -               -       364
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Equity accounted income                       161            (2)          37            2            9               -       207
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------

Total operating profit (loss)               3,150            31          116          210         (134)              -     3,373
Exceptional items                             333             6          (49)           2          (12)              -       280
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Profit (loss) before interest
and tax                                     3,483            37           67          212         (146)              -     3,653
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Capital expenditure and
acquisitions                                2,462            98          385          198          183               -     3,326

Three months
ended June 30, 2002
Group turnover
-   third parties                           1,246         7,816       30,922        3,535          136               -    43,655
-   sales between businesses                5,293           419          948           49            -          (6,709)        -
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
                                            6,539         8,235       31,870        3,584          136          (6,709)   43,655
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------

Share of sales by joint ventures              137             -          102          165            -               -       404
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Equity accounted income                       127            38           51           57           12               -       285
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------

Total operating profit (loss)               2,457           118        1,047          281         (128)              -     3,775
Exceptional items                             427            (1)          31          (85)           4               -       376
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Profit (loss) before interest
and tax                                     2,884           117        1,078          196         (124)              -     4,151
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Capital expenditure and
acquisitions                                2,573           132        2,965          170          267               -     6,107


Page 18

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


8. Business and geographical analysis - continued



                                                          Rest of              Rest of
By geographical area                                 UK    Europe        USA     World     Eliminations      Total
                                                -------  --------    -------  --------    -------------    -------
                                                                          ($ million)
Three months ended June 30, 2003
                                                                                          
Group turnover   -third parties                   9,991     9,934     25,520    10,862                -     56,307
                 -sales between areas             3,465     2,272        464     1,240           (7,441)         -
                                                -------  --------    -------  --------    -------------    -------
                                                 13,456    12,206     25,984    12,102           (7,441)    56,307
                                                -------  --------    -------  --------    -------------    -------

Share of sales by joint ventures                     18        66         45       235                -        364
                                                -------  --------    -------  --------    -------------    -------
Equity accounted income                               4         5         28       170                -        207
                                                -------  --------    -------  --------    -------------    -------

Total operating profit (loss)                       285       429      1,487     1,172                -      3,373
Exceptional items                                   537        10        (91)     (176)               -        280
                                                -------  --------    -------  --------    -------------    -------
Profit before interest and tax                      822       439      1,396       996                -      3,653
                                                -------  --------    -------  --------    -------------    -------

Capital expenditure and acquisitions                361       167      1,542     1,256                -      3,326

Three months ended June 30, 2002

Group turnover   -third parties                   8,172    10,311     18,643     6,529                -     43,655
                 -sales between areas             4,337     1,908      1,020     1,506           (8,771)         -
                                                -------  --------    -------  --------    -------------    -------
                                                 12,509    12,219     19,663     8,035           (8,771)    43,655
                                                -------  --------    -------  --------    -------------    -------

Share of sales by joint ventures                     72        70         60       202                -        404
                                                -------  --------    -------  --------    -------------    -------
Equity accounted income                              (3)       50         74       164                -        285
                                                -------  --------    -------  --------    -------------    -------

Total operating profit (loss)                       516       596      1,518     1,145                -      3,775
Exceptional items                                   (24)      (45)       482       (37)               -        376
                                                -------  --------    -------  --------    -------------    -------
Profit before interest and tax                      492       551      2,000     1,108                -      4,151
                                                -------  --------    -------  --------    -------------    -------

Capital expenditure and acquisitions                400     2,953      1,467     1,287                -      6,107


Page 19

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


8. Business and geographical analysis - continued



                                                           Gas,                                  Other
                                      Exploration         Power     Refining                businesses
By business                                   and           and          and       -Petro          and
                                       Production    Renewables    Marketing    Chemicals    corporate    Eliminations     Total
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
                                                                       ($ million)
                                                                                                     
Six months
ended June 30, 2003
Group turnover
-   third parties                           4,156        31,869       76,165        7,665          240               -   120,095
-   sales between businesses               12,345         1,004        2,219          276            -         (15,844)        -
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
                                           16,501        32,873       78,384        7,941          240         (15,844)  120,095
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------

Share of sales by joint ventures              349             -          212          201            -               -       762
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Equity accounted income                       395            (3)          74           27           18               -       511
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------

Total operating profit (loss)               7,482           252        1,367          495         (299)              -     9,297
Exceptional items                             766             6         (101)           9           (6)              -       674
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Profit (loss) before interest
and tax                                     8,248           258        1,266          504         (305)              -     9,971
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Capital expenditure and
acquisitions                                4,599           166          922          294          219               -     6,200

Six months
ended June 30, 2002
Group turnover
-   third parties                           3,337        15,129       55,143        6,065          271               -    79,945
-   sales between businesses                8,840           874        1,616          161            -         (11,491)        -
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
                                           12,177        16,003       56,759        6,226          271         (11,491)   79,945
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------

Share of sales by joint ventures              232             -          179          272            -               -       683
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Equity accounted income                       252            92          102           66           29               -       541
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------

Total operating profit (loss)               4,388           233        1,610          328         (253)              -     6,306
Exceptional items                             432            (1)         (14)        (145)          (5)              -       267
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Profit (loss) before interest
and tax                                     4,820           232        1,596          183         (258)              -     6,573
                                      -----------    ----------    ---------    ---------   ----------    ------------    ------
Capital expenditure and
acquisitions                                4,886           178        6,102          358          319               -    11,843


Page 20

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


8. Business and geographical analysis - concluded




                                                               Rest of              Rest of
By geographical area                                      UK    Europe        USA     World     Eliminations      Total
                                                     -------  --------    -------  --------    -------------    -------
                                                                               ($ million)
                                                                                               
Six months ended June 30, 2003
Group turnover   -third parties                       21,205    20,696     56,132    22,062                -    120,095
                 -sales between areas                  7,678     4,532        950     3,776          (16,936)         -
                                                     -------  --------    -------  --------    -------------    -------
                                                      28,883    25,228     57,082    25,838          (16,936)   120,095
                                                     -------  --------    -------  --------    -------------    -------

Share of sales by joint ventures                          46       155         87       474                -        762
                                                     -------  --------    -------  --------    -------------    -------
Equity accounted income                                    3         2         63       443                -        511
                                                     -------  --------    -------  --------    -------------    -------

Total operating profit                                 1,403     1,119      3,976     2,799                -      9,297
Exceptional items                                        525       (31)      (237)      417                -        674
                                                     -------  --------    -------  --------    -------------    -------
Profit before interest and tax                         1,928     1,088      3,739     3,216                -      9,971
                                                     -------  --------    -------  --------    -------------    -------

Capital expenditure and acquisitions                     662       369      2,938     2,231                -      6,200

Six months ended June 30, 2002
Group turnover   -third parties                       16,584    17,629     33,641    12,091                -     79,945
                 -sales between areas                  6,920     3,709      1,287     2,928          (14,844)         -
                                                     -------  --------    -------  --------    -------------    -------
                                                      23,504    21,338     34,928    15,019          (14,844)    79,945
                                                     -------  --------    -------  --------    -------------    -------

Share of sales by joint ventures                         104       126        103       350                -        683
                                                     -------  --------    -------  --------    -------------    -------
Equity accounted income                                   (5)      111        129       306                -        541
                                                     -------  --------    -------  --------    -------------    -------

Total operating profit                                 1,092     1,094      1,960     2,160                -      6,306
Exceptional items                                        (33)      (35)       373       (38)               -        267
                                                     -------  --------    -------  --------    -------------    -------
Profit before interest and tax                         1,059     1,059      2,333     2,122                -      6,573
                                                     -------  --------    -------  --------    -------------    -------

Capital expenditure and acquisitions                     809     5,805      2,998     2,231                -     11,843


Page 21

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued




                                                               Three months ended            Six months ended
                                                                    June 30                       June 30
                                                                  (Unaudited)                   (Unaudited)
                                                              2003            2002           2003           2002
                                                           -----------------------        ----------------------
                                                                                ($ million)
                                                                                              
9.   Analysis of changes in net debt
     Opening balance
     Finance debt                                           19,042          24,531         22,008         21,417
     Less:   Cash                                            1,151           1,379          1,520          1,358
             Current asset investments                         228             286            215            450
                                                           -------         -------        -------        -------
     Opening net debt                                       17,663          22,866         20,273         19,609
                                                           -------         -------        -------        -------
     Closing balance
     Finance debt                                           18,594          21,409         18,594         21,409
     Less:   Cash                                            2,115           1,284          2,115          1,284
             Current asset investments                         329             285            329            285
                                                           -------         -------        -------        -------
     Closing net debt                                       16,150          19,840         16,150         19,840
                                                           -------         -------        -------        -------
     Decrease (increase) in net debt                         1,513           3,026          4,123           (231)
                                                           =======         =======        =======        =======

     Movement in cash/bank overdrafts                          929            (159)           551           (134)
     Increase (decrease) in current asset investments           93              33            106           (132)
     Net cash outflow (inflow) from financing
     (excluding share capital)                                 369           2,049          3,030           (143)
     Partnership interests exchanged for BP loan notes           -           1,135              -          1,135
     Exchange of Exchangeable Bonds for
     Lukoil American Depositary Shares                           -               -            420              -
     Other movements                                           106              19            170             44
     Debt acquired                                               -               -              -           (999)
                                                           -------         -------        -------        -------
     Movements in net debt before exchange effects           1,497           3,077          4,277           (229)
     Exchange adjustments                                       16             (51)          (154)            (2)
                                                           -------         -------        -------        -------
     Decrease (increase) in net debt                         1,513           3,026          4,123           (231)
                                                           =======         =======        =======        =======




10.  Movement in BP shareholders' interest                                                   $ million

                                                                                             
     Balance at December 31, 2002                                                               69,409

     Profit for the period                                                                       5,901
     Distribution to shareholders                                                               (2,820)
     Currency translation differences (net of tax)                                               1,493
     Issue of ordinary share capital for employee share schemes                                     81
     Repurchase of ordinary share capital                                                       (1,999)
                                                                                               -------
     Balance at June 30, 2003                                                                   72,065
                                                                                               =======


Page 22

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


11.  Earnings per share

     Basic earnings per share excludes the dilutive effects of options, warrants
     and  convertible  securities.  Diluted  earnings  per  share  reflects  the
     potential  dilution  that could occur if options,  warrants or  convertible
     securities  were exercised or converted into ordinary shares that shared in
     the earnings of the Group. The dilutive effect of outstanding share options
     is as follows:



                                                             Three months ended                Six months ended
                                                                  June 30                           June 30
                                                                (Unaudited)                       (Unaudited)
                                                           2003             2002             2003             2002
                                                    ----------------------------      ----------------------------
                                                                           (shares thousand)
                                                                                            
     Weighted average number of ordinary shares      22,164,026       22,426,830       22,244,797       22,414,904
     Ordinary shares issuable under employee
     share schemes                                       54,194          112,433           70,293          118,702
                                                   ------------     ------------    -------------    -------------
                                                     22,218,220       22,539,263       22,315,090       22,533,606
                                                   ============     ============    =============    =============


12.  Share-based compensation

     BP   accounts   for  share   options   granted  to   employees   using  the
     intrinsic-value  method.  If the  fair  value  of  options  granted  in any
     particular  year is  estimated  and this value  amortized  over the vesting
     period of the options,  an  indication  of the cost of granting  options to
     employees can be made. The fair value of each share option granted has been
     estimated using a Black-Scholes option pricing model.

     The following  table  illustrates the effect on net income and earnings per
     share if the Company had applied the fair value  recognition  provisions of
     FASB Statement No. 123, `Accounting for Stock-Based Compensation', to share
     based employee compensation.



                                                               Three months ended                 Six months ended
                                                                     June 30                          June 30
                                                                   (Unaudited)                      (Unaudited)
                                                              2003             2002            2003             2002
                                                           ------------------------         ------------------------
                                                                                  ($ million)
                                                                                                   
Profit for the period applicable to ordinary shares,
  as reported                                                1,634            2,058           5,901            3,354
Deduct: Total stock-based employee compensation
  expense determined under fair value based method
  for all awards, net of related tax effects                   (23)             (22)            (47)             (48)
                                                           -------          -------         -------          -------
Pro forma net income                                         1,611            2,036           5,854            3,306
                                                           =======          =======         =======          =======
                                                                                 (cents)
Earnings per ordinary share
  Basic - as reported                                         7.41             9.18           26.52            14.96
  Basic - pro forma                                           7.31             9.08           26.31            14.75

  Diluted - as reported                                       7.39             9.13           26.44            14.88
  Diluted - pro forma                                         7.28             9.03           26.23            14.67





Page 23

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

13.  US generally accepted accounting principles

     The  consolidated  financial  statements  of the BP Group are  prepared  in
     accordance with UK GAAP which differs in certain respects from US GAAP. The
     principal  differences  between US GAAP and UK GAAP for BP Group  reporting
     relate to the following:

     (i)  Group consolidation

          Where the Group conducts  activities  through a joint arrangement that
          is not  carrying on a trade or  business  in its own right,  the Group
          accounts  for  its own  assets,  liabilities  and  cash  flows  of the
          activity measured  according to the terms of the arrangement.  For the
          Group this method of accounting applies to certain oil and natural gas
          activities and undivided interests in pipelines. US GAAP permits these
          activities to be accounted for by proportional consolidation, which is
          equivalent to UK GAAP.

          Joint  ventures and associated  undertakings  are accounted for by the
          equity method. UK GAAP requires the consolidated  financial statements
          to show separately the Group  proportion of operating  profit or loss,
          exceptional items, interest expense and taxation of joint ventures and
          associated undertakings.  In addition the Group's share of turnover of
          joint ventures should be disclosed.  For US GAAP the after tax profits
          or losses (i.e.  operating results after exceptional items,  inventory
          holding gains or losses,  interest  expense and taxation) are included
          in the income statement as a single line item.

          UK GAAP  requires  the  Group's  share of the gross  assets  and gross
          liabilities  of joint  ventures to be shown on the face of the balance
          sheet whereas under US GAAP the net investment is included as a single
          line item.

          The following summarizes the  reclassifications for joint ventures and
          associated undertakings necessary to accord with US GAAP.



                                                                       Three months ended June 30, 2003
                                                                                  (Unaudited)
                                                               ------------------------------------------------
                                                                     As                                 US GAAP
     Increase (decrease) in caption heading                    Reported    Reclassification        Presentation
                                                               ------------------------------------------------
                                                                                ($ million)
                                                                                               
     Consolidated statement of income
     Other income                                                   197                 175                 372
     Share of profits of JVs and associated undertakings            207                (207)                  -
     Exceptional items before taxation                              280                   -                 280
     Interest expense                                               191                 (29)                162
     Taxation                                                     1,768                  (3)              1,765
     Profit for the period                                        1,634                   -               1,634




                                                                       Six months ended June 30, 2003
                                                                                 (Unaudited)
                                                               ------------------------------------------------
                                                                     As                                 US GAAP
                                                               Reported    Reclassification        Presentation
                                                               ------------------------------------------------
                                                                                ($ million)
                                                                                                 
     Consolidated statement of income
     Other income                                                   328                 391                 719
     Share of profits of JVs and associated undertakings            511                (511)                  -
     Exceptional items before taxation                              674                   -                 674
     Interest expense                                               411                 (52)                359
     Taxation                                                     3,573                 (68)              3,505
     Profit for the year                                          5,901                   -               5,901






Page 24

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - continued

     (i)  Group consolidation (concluded)



                                                                        Three months ended June 30, 2002
                                                                                   (Unaudited)
                                                               ------------------------------------------------
                                                                     As                                 US GAAP
     Increase (decrease) in caption heading                    Reported    Reclassification        Presentation
                                                               ------------------------------------------------
                                                                                ($ million)
                                                                                                   
     Consolidated statement of income
     Other income                                                   147                 192                 339
     Share of profits of JVs and associated undertakings            285                (285)                  -
     Exceptional items before taxation                              376                  (2)                374
     Interest expense                                               314                 (36)                278
     Taxation                                                     1,751                 (59)              1,692
     Profit for the period                                        2,058                   -               2,058





                                                                         Six months ended June 30, 2002
                                                                                   (Unaudited)
                                                               ------------------------------------------------
                                                                     As                                 US GAAP
                                                               Reported    Reclassification        Presentation
                                                               ------------------------------------------------
                                                                                ($ million)
                                                                                                   
     Consolidated statement of income
     Other income                                                   272                 345                 617
     Share of profits of JVs and associated undertakings            541                (541)                  -
     Exceptional items before taxation                              267                  (2)                265
     Interest expense                                               647                 (74)                573
     Taxation                                                     2,504                (124)              2,380
     Profit for the year                                          3,354                   -               3,354



     (ii) Exceptional items

          Under UK GAAP certain  exceptional  items are shown  separately on the
          face of the income statement after operating  profit.  These items are
          profits  or  losses  on the sale of fixed  assets  and  businesses  or
          termination of operations and fundamental restructuring charges. Under
          US GAAP these items are classified as operating income or expenses.




Page 25

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - continued

     (iii)Deferred taxation/business combinations

          US GAAP requires the  recognition of a deferred tax asset or liability
          for the tax effects of differences between the assigned values and the
          tax bases of assets  acquired  and  liabilities  assumed in a purchase
          business combination, whereas under UK GAAP no such deferred tax asset
          or  liability is  recognized.  Under US GAAP the deferred tax asset or
          liability  is  amortized  over  the  same  period  as the  assets  and
          liabilities to which it relates.

          The  adjustments  to profit  for the  period  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2003              2002        2003              2002
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
          Cost of sales                                   457               139       1,149               290
          Taxation                                       (455)              (80)     (1,183)             (174)
          Profit for the period                            (2)              (59)         34              (116)
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                6,374              7,408
         Deferred taxation                                                              6,432              7,486
         BP shareholders' interest                                                        (58)               (78)
                                                                                       ======             ======


     (iv) Provisions

          UK  GAAP  requires  provisions  for   decommissioning,   environmental
          liabilities  and onerous  contracts to be  determined  on a discounted
          basis if the  effect  of the time  value  of  money is  material.  The
          provisions  for  decommissioning  and  environmental  liabilities  are
          estimated  using costs based on current  prices and  discounted  using
          real  discount  rates.  Unwinding  of the discount and the effect of a
          change in the  discount  rate is included  in interest  expense in the
          period.  When a decommissioning  provision is set up, a tangible fixed
          asset  of the  same  amount  is also  recognized  and is  subsequently
          depreciated as part of the capital costs of the facilities.

          On January 1, 2003 the Group adopted Statement of Financial Accounting
          Standards No. 143 `Accounting for Asset Retirement  Obligations' (SFAS
          143). SFAS 143 requires  companies to record  liabilities equal to the
          fair  value  of  their  asset  retirement  obligations  when  they are
          incurred  (typically  when the asset is  installed  at the  production
          location).  When  the  liability  is  initially  recorded,   companies
          capitalize an equivalent amount as part of the cost of the asset. Over
          time the  liability  is accreted  for the change in its present  value
          each period, and the initial  capitalized cost is depreciated over the
          useful life of the related asset.

          The  provisions  for  decommissioning  under  SFAS 143 are set up on a
          similar  basis to UK GAAP except that  estimated  future cash outflows
          are discounted  using a  credit-adjusted  risk-free rate rather than a
          real discount rate.



Page 26

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - continued

     (iv) Provisions - continued

          The cumulative effect of adopting SFAS 143 at January 1, 2003 resulted
          in an after tax credit to income,  as adjusted to accord with US GAAP,
          of $1,002 million. The effect of adoption also included an increase in
          total assets,  as adjusted to accord with US GAAP, of $687 million and
          a reduction in total liabilities,  as adjusted to accord with US GAAP,
          of $315  million.  The effect of adoption on the three  months and six
          months  ended  June 30,  2003 was to  decrease  profit  for the period
          before cumulative  effect of accounting  changes as adjusted to accord
          with US GAAP by $84 million and $107 million respectively.

          Under US GAAP environmental  liabilities are discounted only where the
          timing and amounts of payments are fixed and reliably determinable.

          The  adjustments  to profit  for the  period  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2003              2002        2003              2002
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                    (15)               32         (37)              109
         Interest expense                                  18               (42)         12               (85)
         Taxation                                          (2)               (8)          -               (16)
         Profit for the period before cumulative
         effect of accounting changes                      (1)               18          25                (8)
         Cumulative effect of accounting changes            -                 -       1,002                 -
         Profit for the period                             (1)               18       1,027                (8)
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                 (694)            (1,297)
         Provisions                                                                      (660)               412
         Deferred taxation                                                                 (7)              (621)
         BP shareholders' interest                                                        (27)            (1,088)
                                                                                       ======             ======





Page 27

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - continued

     (iv) Provisions (concluded)

          The  following  pro forma data  summarize  the  results of  operations
          assuming SFAS 143 was applied  retroactively  with effect from January
          1, 2002 for the three and six months ended June 30, 2003 and 2002.



                                                            Three months ended          Six months ended
                                                                  June 30                   June 30
                                                                (Unaudited)               (Unaudited)
                                                            2003           2002        2003           2002
                                                           -----          -----       -----          -----
                                                                                ($ million)
                                                                                        
         Profit for the period applicable to ordinary
           shares as adjusted to accord with US GAAP
              As reported                                  2,266          2,434       7,000          4,485
              Pro forma                                    2,266          2,458       7,000          4,530

         Per ordinary share - cents
              Basic - as reported                          10.26          10.85       31.46          20.01
              Basic - pro forma                            10.26          10.96       31.46          20.21

              Diluted - as reported                        10.22          10.79       31.36          19.90
              Diluted - pro forma                          10.22          10.90       31.36          20.10

         Per American Depositary Share - cents
              Basic - as reported                          61.56          65.10      188.76         120.06
              Basic - pro forma                            61.56          65.76      188.76         121.26

              Diluted - as reported                        61.32          64.74      188.16         119.40
              Diluted - pro forma                          61.32          65.40      188.16         120.60



          The pro forma  asset  retirement  obligation  at  January  1, 2002 and
          December 31, 2002,  assuming SFAS 143 was applied  retroactively  with
          effect  from  January 1, 2002,  amounts to $3,268  million  and $3,469
          million, respectively.

     (v) Sale and leaseback

          The sale and leaseback of an office  building in Chicago,  Illinois in
          1998 was  treated as a sale for UK GAAP  whereas  it was  treated as a
          financing  transaction  under US GAAP. The remaining  interest in this
          building was sold in January 2003.

          Provisions were recognized under UK GAAP in 1999 and 2002 to cover the
          likely  shortfall on rental income from  subletting the Chicago office
          building. As the original sale and leaseback was not treated as a sale
          for US GAAP the  provision  was  reversed for US GAAP.  Following  the
          disposal of the building a provision  has now been  recognized  for US
          GAAP.

          Under UK GAAP the profit  arising on the sale and operating  leaseback
          of certain railcars in 1999 was taken to income in the period in which
          the transaction occurred. Under US GAAP this profit was not recognized
          immediately but amortized over the term of the operating lease.



Page 28

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

13.  US generally accepted accounting principles - continued

     (v)  Sale and leaseback (concluded)

          The adjustments to profit for the period and BP shareholders' interest
          to accord with US GAAP are summarized below.


                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2003              2002        2003              2002
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                     (4)                2        (112)                7
         Taxation                                           2                (1)         39                (2)
         Profit for the period                              2                (1)         73                (5)
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                     -                161
         Other accounts payable and accrued liabilities                                     26                 27
         Provisions                                                                         23               (117)
         Finance debt                                                                        -                413
         Deferred taxation                                                                 (17)               (56)
         BP shareholders' interest                                                         (32)              (106)
                                                                                        ======             ======


     (vi) Goodwill and intangible assets

          Various  differences in the basis for determining  goodwill between UK
          and US GAAP result in goodwill for US GAAP  reporting  differing  from
          the amount recognized under UK GAAP.

          On January 1, 2002 the Group adopted Statement of Financial Accounting
          Standards No. 142 `Goodwill  and Other  Intangible  Assets' (SFAS 142)
          for US GAAP  reporting.  This standard  eliminates the  requirement to
          amortize goodwill and indefinite lived intangible assets. Rather, such
          assets are subject to periodic impairment  testing.  Intangible assets
          that  are not  deemed  to  have  an  indefinite  life  continue  to be
          amortized over their estimated useful lives.  Amortization of goodwill
          charged to income under UK GAAP has been reversed for US GAAP.

          The  adjustments  to profit  for the  period  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2003              2002        2003              2002
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                   (343)             (322)       (685)             (643)
         Profit for the period                            343               322         685               643
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Intangible assets                                                                618                (84)
         BP shareholders' interest                                                        618                (84)
                                                                                       ======             ======






Page 29

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - continued

     (vi) Goodwill and intangible assets (concluded)

          Changes to  exploration  expenditure,  goodwill  and other  intangible
          assets,  as adjusted to accord with US GAAP,  during the three  months
          ended June 30, 2003 are shown below.



                                     Exploration                         Other
                                     expenditure       Goodwill    intangibles          Total
                                     --------------------------------------------------------
                                                          ($ million)
                                                                         
         Net book amount
         At January 1, 2003                4,944         10,354            488         15,786
         Amortization expense                (93)             -            (38)          (131)
         Other movements                    (754)          (140)            46           (848)
                                     --------------------------------------------------------
         At June 30, 2003                  4,097         10,214            496         14,807
                                     ========================================================


          Amortization  expense relating to other  intangibles is expected to be
          in the range $100-$200 million in each of the succeeding five years.

          During  the  second  quarter  of 2003 the Group  completed  a goodwill
          impairment  review using the two-step process  prescribed in SFAS 142.
          The first step  includes a comparison of the fair value of a reporting
          unit to its carrying  value,  including  goodwill.  Where the carrying
          value exceeds the fair value,  the goodwill of the  reporting  unit is
          potentially impaired and the second step is then completed in order to
          measure the  impairment  loss, if any. No impairment  charge  resulted
          from this review.

    (vii) Derivative financial instruments and hedging activities

          SFAS  133   `Accounting   for  Derivative   Instruments   and  Hedging
          Activities'  requires that all  derivative  instruments be recorded on
          the balance  sheet at their fair  value.  Changes in the fair value of
          derivatives  are  recorded  each  period in current  earnings or other
          comprehensive income,  depending on whether a derivative is designated
          as  part of a hedge  transaction  and,  if it is,  the  type of  hedge
          transaction.  To the extent that certain  criteria  are met,  SFAS 133
          permits, but does not require, hedge accounting.

          In the normal  course of business  the Group is a party to  derivative
          financial instruments with off-balance sheet risk, primarily to manage
          its exposure to  fluctuations in foreign  currency  exchange rates and
          interest rates,  including  management of the balance between floating
          rate and fixed  rate  debt.  The Group  also  manages  certain  of its
          exposures to movements in oil and natural gas prices. In addition, the
          Group trades  derivatives  in conjunction  with these risk  management
          activities.

          All oil price  derivatives  and all  derivatives  held for trading are
          carried on the  Group's  balance  sheet at fair value with  changes in
          that value  recognized  in  earnings  of the period for both UK and US
          GAAP.  Certain  financial  derivatives used to manage foreign currency
          and interest rate risk that qualify for hedge accounting under UK GAAP
          are marked to market under SFAS 133.  Under US GAAP the fair values of
          derivative  financial  instruments  are shown as  current  assets  and
          liabilities as appropriate.

          The Group has a number of long-term  natural gas contracts  which have
          been in place for many  years.  The pricing  structure  for certain of
          these contracts is not directly related to the market price of natural
          gas but to the price of other commodities or indices, such as fuel oil
          or  consumer  price  indices.  Under  US  GAAP,  these  contracts  are
          marked-to-market.


Page 30

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

13.  US generally accepted accounting principles - continued

    (vii) Derivative financial instruments and hedging activities (concluded)

          In October 2002, the FASB Emerging  Issues Task Force (EITF) reached a
          consensus  which  rescinded  EITF  Issue No.  98-10,  'Accounting  for
          Contracts  Involved in Energy Trading and Risk Management  Activities'
          (EITF  98-10).  As a result  of this  consensus,  all  energy-related,
          non-derivative  contracts (such as transportation,  storage,  tolling,
          and  requirements  contracts  that do not  meet  the  definition  of a
          derivative)  and trading  inventories  that are  accounted for at fair
          value pursuant to EITF 98-10 are no longer accounted for at fair value
          upon  application  of  the  consensus.   Rather,  such  contracts  are
          accounted for as executory contracts on an accruals basis.

          The consensus is applicable  for all contracts  executed after October
          25, 2002.  Application of the consensus to contracts existing prior to
          October  26,  2002 is required  to be  accounted  for as a  cumulative
          effect of a change  in  accounting  principle  effective  for  periods
          beginning after December 15, 2002.

          For  BP's  reporting  under  UK  GAAP,  energy-related  non-derivative
          contracts associated with trading activities are marked to market with
          gains and losses recognized in the income statement.

          The  cumulative  effect of adopting  the  consensus at January 1, 2003
          resulted in an after tax credit to income,  as adjusted to accord with
          US GAAP, of $50 million.

          Also in October  2002,  the FASB  Emerging  Issues  Task Force  (EITF)
          reached a  consensus  with  regards  to EITF Issue No.  02-3,  `Issues
          Involved  in  Accounting  for  Contracts  Under EITF  Issue No.  98-10
          "Accounting  for  Contracts   Involved  in  Energy  Trading  and  Risk
          Management  Activities"'  (EITF 02-3).  Under this  consensus  trading
          inventories are recorded on the balance sheet at historical  cost. The
          Group marks trading  inventories  to market at the balance sheet date.
          Thus a UK/US GAAP difference  arises which impacts both profit for the
          year and BP shareholders'  interest due to the difference in inventory
          valuations.

          The  adjustments  to profit  for the  period  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2003              2002        2003              2002
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                   (447)             (163)       (435)             (967)
         Taxation                                         156                65         152               346
         Profit for the period before cumulative
           effect of accounting changes                   291                98         283               621
         Cumulative effect of accounting changes            -                 -          50                 -
         Profit for the period                            291                98         333               621
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Inventories                                                                        9               (209)
         Accounts payable and accrued liabilities                                         307                 13
         Deferred taxation                                                                118                (61)
         BP shareholders' interest                                                        208               (135)
                                                                                       ======             ======





Page 31

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - continued

   (viii) Gain arising on asset exchange

          For UK GAAP the transaction with Solvay in the fourth quarter of 2001,
          which led to the  exchange  of  businesses  for an interest in a joint
          venture and an  associated  undertaking,  has been treated as an asset
          swap  which  does not give  rise to a gain or loss.  Under US GAAP the
          transaction  has been  treated as a disposal and  acquisition  at fair
          value which gave rise to a gain on disposal.

          The  adjustments  to profit  for the  period  and to BP  shareholders'
          interest to accord with US GAAP are summarized below.



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2003              2002        2003              2002
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                      6                 6          11                15
         Taxation                                          (2)               (1)         (4)               (5)
         Profit for the period                             (4)               (5)         (7)              (10)
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Intangible assets                                                                158                167
         Accounts payable and accrued liabilities                                         (51)               (52)
         Deferred taxation                                                                 73                 77
         BP shareholders' interest                                                        136                142
                                                                                       ======             ======


     (ix) Ordinary shares held for future awards to employees

          Under UK GAAP, Company shares held by an Employee Share Ownership Plan
          to meet future  requirements of employee share schemes are recorded in
          the balance sheet as Fixed assets - investments.  Under US GAAP,  such
          shares  are   recorded  in  the  balance   sheet  as  a  reduction  of
          shareholders' interest.

          The adjustment to BP shareholders'  interest to accord with US GAAP is
          shown below.



                                                                                        At               At
         Increase (decrease) in caption heading                                      June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Fixed assets - Investments                                                      (106)              (159)
         BP shareholders' interest                                                       (106)              (159)
                                                                                       ======             ======





Page 32

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

13.  US generally accepted accounting principles - continued

     (x)  Dividends

          Under UK GAAP,  dividends  are  recorded  in the  period in respect of
          which they are  announced or declared by the board of directors to the
          shareholders.  Under US GAAP,  dividends are recorded in the period in
          which dividends are declared.

          The adjustment to BP shareholders'  interest to accord with US GAAP is
          shown below.



                                                                                        At               At
         Increase (decrease) in caption heading                                      June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Other accounts payable and accrued liabilities                                (1,434)            (1,398)
         BP shareholders' interest                                                      1,434              1,398
                                                                                       ======             ======


     (xi) Investments

          Under UK GAAP certain of the Group's equity  investments  are reported
          as either fixed asset or current asset  investments and carried on the
          balance  sheet at cost subject to review for  impairment.  For US GAAP
          these  investments  are classified as  available-for-sale  securities.
          Consequently they are reported at fair value, with unrealized  holding
          gains  and  losses,   net  of  tax,   reported  in  accumulated  other
          comprehensive  income. If a decline in fair value below cost is 'other
          than  temporary'  the  unrealized  loss is accounted for as a realized
          loss and charged against income.

          The adjustment to BP shareholders'  interest to accord with US GAAP is
          shown below.



                                                                                        At               At
         Increase (decrease) in caption heading                                      June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Fixed assets - Investments                                                       514                 52
         Deferred taxation                                                                180                 18
         BP shareholders' interest                                                        334                 34
                                                                                       ======             ======


    (xii) Additional minimum pension liability

          Where a pension plan has an unfunded  accumulated  benefit obligation,
          US GAAP  requires  such amount to be  recognized as a liability in the
          balance sheet.  The adjustment  resulting from the  recognition of any
          such  minimum   liability,   including  the   elimination  of  amounts
          previously  recognized  as a prepaid  benefit  cost, is reported as an
          intangible asset to the extent of unrecognized prior service cost with
          the remaining amount reported in comprehensive income.

          The  adjustments to BP  shareholders'  interest to accord with US GAAP
          are summarized below.



                                                                                        At               At
         Increase (decrease) in caption heading                                      June 30,       December 31,
                                                                                       2003             2002
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Other receivables falling due after more than one year                           137                137
         Noncurrent liabilities - accounts payable and accrued liabilities             (1,211)            (1,211)
         Deferred taxation                                                              2,459              2,459
         BP shareholders' interest                                                     (1,247)            (1,247)
         Intangible assets                                                             (2,286)            (2,286)
                                                                                       ======             ======




Page 33

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

13.  US generally accepted accounting principles - continued

     The following is a summary of the  adjustments to profit for the period and
     to BP shareholders'  interest which would be required if generally accepted
     accounting  principles  in the USA (US GAAP) had been  applied  instead  of
     those generally accepted in the United Kingdom (UK GAAP).



     Profit for the period                                          Three months ended              Six months ended
                                                                         June 30                         June 30
                                                                       (Unaudited)                     (Unaudited)
                                                                   2003            2002           2003             2002
                                                                   --------------------           ---------------------
                                                                                        ($ million)
                                                                                                     
     Profit as reported in the consolidated statement of income   1,634           2,058          5,901            3,354
     Adjustments:
                                                                 ------          ------         ------           ------
     Deferred taxation/business combinations (iii)                   (2)            (59)            34             (116)
     Provisions (iv)                                                 (1)             18             25               (8)
     Sale and leaseback (v)                                           2              (1)            73               (5)
     Goodwill (vi)                                                  343             322            685              643
     Derivative financial instruments (vii)                         291              98            283              621
     Gain arising on asset exchange (viii)                           (4)             (5)            (7)             (10)
     Other                                                            3               3              6                6
                                                                 ------          ------         ------           ------
                                                                    632             376          1,099            1,131
                                                                 ------          ------         ------           ------
     Profit for the period as adjusted to accord with US
     GAAP before cumulative effect of accounting changes          2,266           2,434          7,000            4,485
     Cumulative effect of accounting changes:
       Provisions                                                     -               -          1,002                -
       Derivative financial instruments                               -               -             50                -
                                                                 ------          ------         ------           ------
     Profit for the period as adjusted to accord with US GAAP     2,266           2,434          8,052            4,485
                                                                 ======          ======         ======           ======
     Profit for the period as adjusted:
     Per ordinary share - cents
       Basic - before cumulative effect of accounting changes     10.26           10.85          31.46            20.01
       Cumulative effect of accounting changes
         Provisions                                                   -               -           4.50                -
         Derivative financial instruments                             -               -           0.23                -
                                                                 ------          ------         ------           ------
                                                                  10.26           10.85          36.19            20.01
                                                                 ======          ======         ======           ======
       Diluted - before cumulative effect of accounting changes   10.22           10.79          31.36            19.90
       Cumulative effect of accounting changes
         Provisions                                                   -               -           4.50                -
         Derivative financial instruments                             -               -           0.22                -
                                                                 ------          ------         ------           ------
                                                                  10.22           10.79          36.08            19.90
                                                                 ======          ======         ======           ======
     Per American Depositary Share - cents (a)
     Basic - before cumulative effect                             61.56           65.10         188.76           120.06
       of accounting changes
       Cumulative effect of accounting changes
         Provisions                                                   -               -          27.00                -
         Derivative financial instruments                             -               -           1.38                -
                                                                 ------          ------         ------           ------
                                                                  61.56           65.10         217.14           120.06
                                                                 ======          ======         ======           ======
       Diluted - before cumulative effect of accounting changes   61.32           64.74         188.16           119.40
       Cumulative effect of accounting changes
         Provisions                                                   -               -          27.00                -
         Derivative financial instruments                             -               -           1.32                -
                                                                 ------          ------         ------           ------
                                                                  61.32           64.74         216.48           119.40
                                                                 ======          ======         ======           ======





Page 34

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - continued



     BP shareholders' interest                                      June 30, 2003
                                                                     (Unaudited)            December 31, 2002
                                                                   ------------------------------------------
                                                                                 ($ million)
                                                                                          
     BP shareholders' interest as reported
     in the consolidated balance sheet                                 72,065                    69,409
     Adjustments:
                                                                       ------                    ------
       Deferred taxation/business combinations (iii)                      (58)                      (78)
       Provisions (iv)                                                    (27)                   (1,088)
       Sale and leaseback (v)                                             (32)                     (106)
       Goodwill (vi)                                                      618                       (84)
       Derivative financial instruments (vii)                             208                      (135)
       Gain arising on asset exchange (viii)                              136                       142
       Ordinary shares held for future awards to employees (ix)          (106)                     (159)
       Dividends (x)                                                    1,434                     1,398
       Investments (xi)                                                   334                        34
       Additional minimum pension liability (xii)                      (2,286)                   (2,286)
       Other                                                              (48)                      (48)
                                                                       ------                    ------
                                                                          173                    (2,410)
                                                                       ------                    ------
     BP shareholders' interest as adjusted
     to accord with US GAAP                                             72,238                    66,999
                                                                       =======                   =======

     ---------------

     (a)  One American Depositary Share is equivalent to six ordinary shares.

     Comprehensive income

     The components of comprehensive income, net of related tax are as follows:



                                                         Three months ended                 Six months ended
                                                              June 30                           June 30
                                                            (Unaudited)                       (Unaudited)
                                                        2003              2002           2003              2002
                                                       -----------------------           ----------------------
                                                                            ($ million)
                                                                                             
      Profit for the period as adjusted to
        accord with US GAAP                            2,266             2,434          8,052             4,485
      Currency translation differences                 1,775             1,941          1,493             1,585
      Net unrealized gain (loss) on investments          300                20            327               181
      Additional minimum pension liability                 -                 -              -                 -
                                                      ------            ------         ------            ------
      Comprehensive income                             4,341             4,395          9,872             6,251
                                                      ======            ======         ======            ======


     Accumulated  other  comprehensive  income at June 30, 2003 and December 31,
     2002 comprised losses of $1,889 million and $3,709 million, respectively.




Page 35

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - continued

     Consolidated statement of cash flows

     The Group's financial  statements include a consolidated  statement of cash
     flows in accordance with the revised UK Financial  Reporting Standard No. 1
     (FRS 1). The statement prepared under FRS 1 presents substantially the same
     information as that required  under FASB Statement of Financial  Accounting
     Standards No. 95 'Statement of Cash Flows' (SFAS 95).

     Under FRS 1 cash flows are  presented for (i)  operating  activities;  (ii)
     dividends   from  joint   ventures;   (iii)   dividends   from   associated
     undertakings;  (iv)  servicing of finance and returns on  investments;  (v)
     taxation;   (vi)  capital  expenditure  and  financial  investment;   (vii)
     acquisitions  and disposals;  (viii)  dividends;  (ix)  financing;  and (x)
     management of liquid resources.  SFAS 95 only requires presentation of cash
     flows from operating, investing and financing activities.

     Cash flows  under FRS 1 in respect of  dividends  from joint  ventures  and
     associated  undertakings,  taxation and servicing of finance and returns on
     investments  are  included  within  operating  activities  under  SFAS  95.
     Interest paid includes payments in respect of capitalized  interest,  which
     under  SFAS  95  are  included  in  capital   expenditure  under  investing
     activities.  Cash flows under FRS 1 in respect of capital  expenditure  and
     acquisitions and disposals are included in investing  activities under SFAS
     95. Dividends paid are included within financing activities. All short-term
     investments  are  regarded  as liquid  resources  for FRS 1.  Under SFAS 95
     short-term investments with original maturities of three months or less are
     classified as cash  equivalents  and aggregated  with cash in the cash flow
     statement.  Cash flows in respect of short-term  investments  with original
     maturities exceeding three months are included in operating activities.




Page 36

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

13.  US generally accepted accounting principles - continued

     The consolidated  statement of cash flows presented in accordance with SFAS
     95 is as follows:



                                                                 Three months ended                 Six months ended
                                                                      June 30                           June 30
                                                                    (Unaudited)                       (Unaudited)
                                                                2003              2002           2003              2002
                                                               -----------------------           ----------------------
                                                                                ($ million)
                                                                                                     
     Operating activities
     Profit after taxation                                     1,694             2,086          5,987             3,422
     Adjustments to reconcile profits after tax to
     net cash provided by operating activities
     Depreciation and amounts provided                         2,653             2,227          5,362             4,380
     Exploration expenditure written off                          43               147             93               206
     Share of profits of joint ventures and associated
     undertakings less dividends received                         30               (23)          (118)              (40)
     (Profit) loss on sale of businesses and fixed assets       (280)             (374)          (674)             (265)
     Working capital movement (a)                              1,107              (652)          (368)           (1,321)
     Deferred taxation                                           362               711            586               931
     Other                                                      (220)               52           (218)              (56)
                                                              ------            ------         ------            ------
     Net cash provided by operating activities                 5,389             4,174         10,650             7,257
                                                              ------            ------         ------            ------

     Investing activities
     Capital expenditures                                     (2,803)           (2,818)        (5,714)           (5,632)
     Acquisitions, net of cash acquired                         (150)             (139)          (150)           (1,689)
     Investment in associated undertakings                      (331)             (488)          (517)             (631)
     Net investment in joint ventures                             (2)              (68)           (16)             (114)
     Proceeds from disposal of assets                          1,671             2,523          4,148             2,871
                                                              ------            ------         ------            ------
     Net cash used in investing activities                    (1,615)             (990)        (2,249)           (5,195)
                                                              ------            ------         ------            ------

     Financing activities
     Net proceeds from shares issued (repurchased)              (986)               32         (1,918)              123
     Proceeds from long-term financing                           208               752          1,223             2,498
     Repayments of long-term financing                          (607)             (663)        (1,010)             (897)
     Net increase (decrease) in short-term debt                   30            (2,138)        (3,243)           (1,458)
     Dividends paid   -    BP Shareholders                    (1,386)           (1,290)        (2,783)           (2,578)
                      -    Minority shareholders                 (11)               (3)           (13)              (16)
                                                              ------            ------         ------            ------
     Net cash used in financing activities                    (2,752)           (3,310)        (7,744)           (2,328)
                                                              ------            ------         ------            ------
     Currency translation differences relating to cash
     and cash equivalents                                         43                30             52                27
                                                              ------            ------         ------            ------
     Increase (decrease) in cash and cash equivalents          1,065               (96)           709              (239)
     Cash and cash equivalents at beginning of period          1,379             1,665          1,735             1,808
                                                              ------            ------         ------            ------
     Cash and cash equivalents at end of period                2,444             1,569          2,444             1,569
                                                              ======            ======         ======            ======

       (a)  Working capital:
     Inventories (increase) decrease                             193              (807)           569            (1,303)
     Receivables (increase) decrease                           3,234            (1,691)        (3,712)           (2,134)
     Current liabilities - excluding finance debt
     increase (decrease)                                      (2,320)            1,846          2,775             2,116
                                                              ------            ------         ------            ------
                                                               1,107              (652)          (368)           (1,321)
                                                              ======            ======         ======            ======





Page 37

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - continued

     Impact of new US accounting standards

     Guarantees:  In November 2002, the FASB issued FASB  Interpretation  No. 45
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including  Indirect  Guarantees of Indebtedness of Others"  (Interpretation
     45).  Interpretation 45 elaborates on existing disclosure  requirements for
     guarantees and clarifies that a guarantor is required to recognize,  at the
     inception of a guarantee,  a liability for the fair value of the obligation
     undertaken  in  issuing  the  guarantee.   The  initial   recognition   and
     measurement provisions of Interpretation 45 apply on a prospective basis to
     guarantees issued or modified after December 31, 2002.

     Consolidation:  In January 2003, the FASB issued FASB Interpretation No. 46
     "Consolidation  of  Variable  Interest   Entities"   (Interpretation   46).
     Interpretation  46  clarifies  the  application  of existing  consolidation
     requirements to entities where a controlling financial interest is achieved
     through   arrangements  that  do  not  involve  voting   interests.   Under
     Interpretation  46, a variable interest entity is consolidated if a company
     is  subject to a majority  of the risk of loss from the  variable  interest
     entity's  activities  or  entitled  to receive a majority  of the  entity's
     residual  returns.  Interpretation 46 applies to variable interest entities
     created or acquired after January 31, 2003. For variable  interest entities
     existing at January 31, 2003, Interpretation 46 is effective for accounting
     periods beginning after June 15, 2003.

     The Company is  currently  carrying  out the  analysis  necessary  to adopt
     Interpretation 46 in the third quarter of 2003 for existing  entities.  The
     Company does not expect that the adoption of  Interpretation 46 will have a
     significant  effect on profit,  as adjusted  to accord with US GAAP,  or BP
     shareholders' interest, as adjusted to accord with US GAAP.

     Financial  instruments:  In  April  2003,  the  FASB  issued  Statement  of
     Financial  Accounting  Standards  No. 149  "Amendment  of Statement  133 on
     Derivative  Instruments and Hedging Activities" (SFAS 149). SFAS 149 amends
     and  clarifies  the  financial   accounting  and  reporting  of  derivative
     instruments  and  hedging  activities  under SFAS 133.  SFAS 149 applies to
     contracts  entered  into or  modified  after  June 30,  2003,  and  hedging
     relationships designated after June 30, 2003.

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
     No. 150 "Accounting for Certain Financial  Instruments with Characteristics
     of both Liabilities and Equity" (SFAS 150). SFAS 150 establishes  standards
     for  classifying  and measuring  certain  financial  instruments  that have
     characteristics  of both  liabilities  and  equity.  SFAS  150  applies  to
     instruments  entered into or modified after May 31, 2003.  For  instruments
     existing at May 31, 2003,  SFAS 150 is  effective  for  accounting  periods
     beginning after June 15, 2003.

     The Company is currently  carrying out the analysis necessary to adopt SFAS
     149 and SFAS 150. The Company does not expect that the adoption of SFAS 149
     and SFAS 150 will have a  significant  effect on  profit,  as  adjusted  to
     accord with US GAAP, or BP  shareholders'  interest,  as adjusted to accord
     with US GAAP.



Page 38

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


13.  US generally accepted accounting principles - concluded

     Impact of new UK accounting standards

     Retirement  benefits:  In December 2000, the UK Accounting  Standards Board
     issued Financial Reporting Standard No. 17 'Retirement  Benefits' (FRS 17).
     This standard was to be fully effective for accounting periods ending on or
     after June 22, 2003 with certain of the disclosure  requirements  effective
     for  periods  prior to 2003.  FRS 17  requires  that  financial  statements
     reflect at fair value the assets and liabilities arising from an employer's
     retirement benefit obligations and any related funding. The operating costs
     of providing retirement benefits are recognized in the period in which they
     are earned together with any related finance costs and changes in the value
     of related assets and liabilities.

     In November 2002, the UK Accounting  Standards Board issued an amendment to
     FRS 17, which defers full adoption until January 1, 2005.

     Impact of International accounting standards

     In June 2002, the European Union Council of Ministers  adopted a Regulation
     which would require the Group to prepare its primary consolidated financial
     statements in accordance  with  International  Accounting  Standards  (IAS)
     beginning January 1, 2005, with restatement of prior periods presented. IAS
     differ in several  respects from UK and US GAAP.  In addition,  significant
     revisions to IAS are currently being  contemplated  and other revisions may
     be  adopted  prior to January 1,  2005.  The Group has not  determined  the
     effects of adopting IAS.

14.  Condensed consolidating information

     The following  information  is presented in  accordance  with the financial
     reporting rules of the Securities and Exchange Commission regarding issuers
     and guarantors of guaranteed securities.

     BP p.l.c. fully and  unconditionally  guarantees the payment obligations of
     its 100% owned  subsidiary BP  Exploration  (Alaska) Inc. under the Prudhoe
     Bay Royalty Trust.

     BP p.l.c. also fully and unconditionally guarantees securities issued by BP
     Australia  Capital Markets Limited,  BP Canada Finance Company,  BP Capital
     Markets p.l.c.  and BP Capital  Markets  America Inc.  These  companies are
     100%-owned finance subsidiaries of BP p.l.c.




Page 39

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14. Condensed consolidating information - continued


                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended June 30, 2003

Turnover                                             750             -            56,671                 (750)     56,671
Less: Joint ventures                                   -             -               364                    -         364
                                            -----------------------------------------------------------------------------
Group turnover                                       750             -            56,307                 (750)     56,307
Cost of sales                                        329             -            49,941                 (821)     49,449
Production taxes                                      58             -               324                    -         382
                                            -----------------------------------------------------------------------------
Gross profit                                         363             -             6,042                   71       6,476
Distribution and administration expenses               -           (25)            3,431                    -       3,406
Exploration expense                                    7             -                94                    -         101
                                            -----------------------------------------------------------------------------
                                                     356            25             2,517                   71       2,969
Other income                                           5           235               173                 (216)        197
                                            -----------------------------------------------------------------------------
Group operating profit                               361           260             2,690                 (145)      3,166
Share of profits of joint ventures                     -             -               104                    -         104
Share of profits of associated undertakings            -             -               103                    -         103
Equity accounted income of subsidiaries              103         3,198                 -               (3,301)          -
                                            -----------------------------------------------------------------------------
Total operating profit                               464         3,458             2,897               (3,446)      3,373
Profit (loss) on sale of fixed assets
  and businesses or termination of operations          1           282               279                 (282)        280
                                            -----------------------------------------------------------------------------
Profit before interest and tax                       465         3,740             3,176               (3,728)      3,653
Interest expense                                      70           336               286                 (501)        191
                                            -----------------------------------------------------------------------------
Profit before taxation                               395         3,404             2,890               (3,227)      3,462
Taxation                                             178         1,768             1,619               (1,797)      1,768
                                            -----------------------------------------------------------------------------
Profit after taxation                                217         1,636             1,271               (1,430)      1,694
Minority shareholders' interest                        -             -                60                    -          60
                                            -----------------------------------------------------------------------------
Profit for the period                                217         1,636             1,211               (1,430)      1,634
                                            =============================================================================





Page 40

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued

     Income statement (continued)

     The following is a summary of the  adjustments to the profit for the period
     which would be required if generally accepted accounting  principles in the
     United  States  (US  GAAP)  had been  applied  instead  of those  generally
     accepted in the United Kingdom.



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended June 30, 2003

Profit as reported                                   217         1,636             1,211                (1,430)     1,634
Adjustments:
   Deferred taxation/business combinations            (3)           (2)                1                     2         (2)
   Provisions                                         (1)           (1)                1                     -         (1)
   Sale and leaseback                                  -             2                 2                    (2)         2
   Goodwill                                            -           343               343                  (343)       343
   Derivative financial instruments                    -           291               291                  (291)       291
   Gain arising on asset exchange                      -            (4)               (4)                    4         (4)
   Other                                             (16)            3                 3                    13          3
                                            -----------------------------------------------------------------------------
Profit for the period as adjusted to
  accord with US GAAP                                197         2,268             1,848                (2,047)     2,266
                                            =============================================================================





Page 41

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended June 30, 2002

Turnover                                             588             -           43,995                   (524)    44,059
Less: Joint ventures                                   -             -              404                      -        404
                                            -----------------------------------------------------------------------------
Group turnover                                       588             -           43,591                   (524)    43,655
Cost of sales                                        322             -           36,886                   (556)    36,652
Production taxes                                      53             -              262                      -        315
                                            -----------------------------------------------------------------------------
Gross profit                                         213             -            6,443                     32      6,688
Distribution and administration expenses               -           272            2,851                      -      3,123
Exploration expense                                    7             -              215                      -        222
                                            -----------------------------------------------------------------------------
                                                     206          (272)           3,377                     32      3,343
Other income                                           6           155              106                   (120)       147
                                            -----------------------------------------------------------------------------
Group operating profit                               212          (117)           3,483                    (88)     3,490
Share of profits of joint ventures                     -             -               89                      -         89
Share of profits of associated undertakings            -             -              196                      -        196
Equity accounted income of subsidiaries               77         3,955                -                 (4,032)         -
                                            -----------------------------------------------------------------------------
Total operating profit                               289         3,838            3,768                 (4,120)     3,775
Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -         1,213            1,213                 (2,050)       376
                                            -----------------------------------------------------------------------------
Profit before interest and tax                       289         5,051            4,981                 (6,170)     4,151
Interest expense                                      27           423              367                   (503)       314
                                            -----------------------------------------------------------------------------
Profit before taxation                               262         4,628            4,614                 (5,667)     3,837
Taxation                                              95         1,751            1,666                 (1,761)     1,751
                                            -----------------------------------------------------------------------------
Profit after taxation                                167         2,877            2,948                 (3,906)     2,086
Minority shareholders' interest                        -             -               28                      -         28
                                            -----------------------------------------------------------------------------
Profit for the period                                167         2,877            2,920                 (3,906)     2,058
                                            =============================================================================





Page 42

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued

     Income statement (continued)

     The following is a summary of the  adjustments to the profit for the period
     which would be required if generally accepted accounting  principles in the
     United  States  (US  GAAP)  had been  applied  instead  of those  generally
     accepted in the United Kingdom.




                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  

Three months ended June 30, 2002

Profit as reported                                   167         2,877             2,920                (3,906)     2,058
Adjustments:

   Deferred taxation/business combinations           (32)          (59)              (38)                   70        (59)
   Provisions                                         (1)           18                18                   (17)        18
   Sale and leaseback                                  -            (1)               (1)                    1         (1)
   Goodwill                                            -           322               322                  (322)       322
   Derivative financial instruments                    -            98                98                   (98)        98
   Gain arising on asset exchange                      -            (5)               (5)                    5         (5)
   Other                                               -             3                 3                    (3)         3
                                            -----------------------------------------------------------------------------
Profit for the period as adjusted to
  accord with US GAAP                                134         3,253             3,317                (4,270)     2,434
                                            =============================================================================






Page 43

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  

Six months ended June 30, 2003

Turnover                                           1,630             -           120,857                (1,630)   120,857
Less: Joint ventures                                   -             -               762                     -        762
                                            -----------------------------------------------------------------------------
Group turnover                                     1,630             -           120,095                (1,630)   120,095
Cost of sales                                        729             -           104,936                (1,777)   103,888
Production taxes                                     126             -               760                     -        886
                                            -----------------------------------------------------------------------------
Gross profit                                         775             -            14,399                   147     15,321
Distribution and administration expenses               -            39             6,611                     -      6,650
Exploration expense                                    8             -               205                     -        213
                                            -----------------------------------------------------------------------------
                                                     767           (39)            7,583                   147      8,458
Other income                                          11           382               302                  (367)       328
                                            -----------------------------------------------------------------------------
Group operating profit                               778           343             7,885                  (220)     8,786
Share of profits of joint ventures                     -             -               222                     -        222
Share of profits of associated undertakings            -             -               289                     -        289
Equity accounted income of subsidiaries              228         9,088                 -                (9,316)         -
                                            -----------------------------------------------------------------------------
Total operating profit                             1,006         9,431             8,396                (9,536)     9,297
Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -           676               674                  (676)       674
                                            -----------------------------------------------------------------------------
Profit before interest and tax                     1,006        10,107             9,070               (10,212)     9,971
Interest expense                                     138           631               524                  (882)       411
                                            -----------------------------------------------------------------------------
Profit before taxation                               868         9,476             8,546                (9,330)     9,560
Taxation                                             389         3,573             3,259                (3,648)     3,573
                                            -----------------------------------------------------------------------------
Profit after taxation                                479         5,903             5,287                (5,682)     5,987
Minority shareholders' interest                        -             -                86                     -         86
                                            -----------------------------------------------------------------------------
Profit for the period                                479         5,903             5,201                (5,682)     5,901
                                            =============================================================================






Page 44

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued

     Income statement (continued)

     The following is a summary of the  adjustments to the profit for the period
     which would be required if generally accepted accounting  principles in the
     United  States  (US  GAAP)  had been  applied  instead  of those  generally
     accepted in the United Kingdom.



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  

Six months ended June 30, 2003

Profit as reported                                   479         5,903             5,201                (5,682)     5,901
Adjustments:
   Deferred taxation/business combinations            (6)           34                40                   (34)        34
   Provisions                                         (5)           25                26                   (21)        25
   Sale and leaseback                                  -            73                73                   (73)        73
   Goodwill                                            -           685               685                  (685)       685
   Derivative financial instruments                    -           283               283                  (283)       283
   Gain arising on asset exchange                      -            (7)               (7)                    7         (7)
   Other                                               -             6                 6                    (6)         6
                                            -----------------------------------------------------------------------------
Profit for the period before cumulative
  effect of accounting changes as adjusted
  to accord with US GAAP                             468         7,002             6,307                (6,777)     7,000

   Cumulative effect of accounting changes:

   Provisions                                        214         1,313             1,099                (1,313)     1,313

   Derivative financial instruments                    -             -                 -                     -          -
                                            -----------------------------------------------------------------------------
Profit for the period as adjusted to
  accord with US GAAP                                682         8,315             7,406                (8,090)     8,313
                                            =============================================================================





Page 45

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Six months ended June 30, 2002

Turnover                                           1,094             -            80,564                (1,030)    80,628
Less: Joint ventures                                   -             -               683                     -        683
                                            -----------------------------------------------------------------------------
Group turnover                                     1,094             -            79,881                (1,030)    79,945
Cost of sales                                        641             -            68,159                (1,070)    67,730
Production taxes                                      97             -               465                     -        562
                                            -----------------------------------------------------------------------------
Gross profit                                         356             -            11,257                    40     11,653
Distribution and administration expenses               -           326             5,488                     -      5,814
Exploration expense                                   13             -               333                     -        346
                                            -----------------------------------------------------------------------------
                                                     343          (326)            5,436                    40      5,493
Other income                                          21           308               162                  (219)       272
                                            -----------------------------------------------------------------------------
Group operating profit                               364           (18)            5,598                  (179)     5,765
Share of profits of joint ventures                     -             -               159                     -        159
Share of profits of associated undertakings            -             -               382                     -        382
Equity accounted income of subsidiaries              126         6,438                 -                (6,564)         -
                                            -----------------------------------------------------------------------------
Total operating profit                               490         6,420             6,139                (6,743)     6,306
Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -         1,104             1,104                (1,941)       267
                                            -----------------------------------------------------------------------------
Profit before interest and tax                       490         7,524             7,243                (8,684)     6,573
Interest expense                                      40           847               760                (1,000)       647
                                            -----------------------------------------------------------------------------
Profit before taxation                               450         6,677             6,483                (7,684)     5,926
Taxation                                             177         2,504             2,352                (2,529)     2,504
                                            -----------------------------------------------------------------------------
Profit after taxation                                273         4,173             4,131                (5,155)     3,422
Minority shareholders' interest                        -             -                68                     -         68
                                            -----------------------------------------------------------------------------
Profit for the period                                273         4,173             4,063                (5,155)     3,354
                                            =============================================================================





Page 46

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued

     Income statement (concluded)

     The following is a summary of the  adjustments to the profit for the period
     which would be required if generally accepted accounting  principles in the
     United  States  (US  GAAP)  had been  applied  instead  of those  generally
     accepted in the United Kingdom.



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Six months ended June 30, 2002

Profit as reported                                  273          4,173            4,063                (5,155)      3,354
Adjustments:
   Deferred taxation/business combinations          (65)          (116)             (74)                  139        (116)
   Provisions                                        (1)            (8)              (7)                    8          (8)
   Sale and leaseback                                 -             (5)              (5)                    5          (5)
   Goodwill                                           -            643              643                  (643)        643
   Derivative financial instruments                   -            621              621                  (621)        621
   Gain arising on asset exchange                     -            (10)             (10)                   10         (10)
   Other                                              -              6                6                    (6)          6
                                            -----------------------------------------------------------------------------
Profit for the period as adjusted to
  accord with US GAAP                               207          5,304            5,237                (6,263)      4,485
                                            =============================================================================








Page 47

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet                                Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
At June 30, 2003

Fixed assets
Intangible assets                                   424              -            13,472                     -     13,896
Tangible assets                                   6,373              -            82,912                     -     89,285
Investments
   Subsidiaries - equity accounted basis          2,680         80,931                 -               (83,611)         -
   Other                                              -            108            10,576                     -     10,684
                                            -----------------------------------------------------------------------------
                                                  2,680         81,039            10,576               (83,611)    10,684
                                            -----------------------------------------------------------------------------
Total fixed assets                                9,477         81,039           106,960               (83,611)   113,865
                                            -----------------------------------------------------------------------------
Current assets
Inventories                                          80              -             9,679                     -      9,759
Receivables                                      19,543         27,684            56,776               (67,111)    36,892
Investments                                           -              -               329                     -        329
Cash at bank and in hand                            (11)            18             2,108                     -      2,115
                                            -----------------------------------------------------------------------------
                                                 19,612         27,702            68,892               (67,111)    49,095
                                            -----------------------------------------------------------------------------
Current liabilities - falling due within one year
Finance debt                                      8,080              -             5,830                (8,025)     5,885
Accounts payable and accrued liabilities            868         10,373            38,717               (10,621)    39,337
                                            -----------------------------------------------------------------------------
Net current assets (liabilities)                 10,664         17,329            24,345               (48,465)     3,873
                                            -----------------------------------------------------------------------------
Total assets less current liabilities            20,141         98,368           131,305              (132,076)   117,738
Noncurrent liabilities
Finance debt                                          -              -            12,709                     -     12,709
Accounts payable and accrued liabilities          5,492             49            46,433               (48,465)     3,509
Provisions for liabilities and charges
Deferred taxation                                 1,707              -            12,615                     -     14,322
Other provisions                                    498            124            13,495                     -     14,117
                                            -----------------------------------------------------------------------------
Net assets                                       12,444         98,195            46,053               (83,611)    73,081
Minority shareholders' interest - equity              -              -             1,016                     -      1,016
                                            -----------------------------------------------------------------------------
BP shareholders' interest                        12,444         98,195            45,037               (83,611)    72,065
                                            =============================================================================





Page 48

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet (contined)                     Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
At June 30, 2003

Capital and reserves
Capital shares                                    1,903          5,547                 -                (1,903)     5,547
Paid-in surplus                                   3,145          4,393                 -                (3,145)     4,393
Merger reserve                                        -         26,360               697                     -     27,057
Other reserves                                        -            149                 -                     -        149
Retained earnings                                 7,396         61,746            44,340               (78,563)    34,919
                                            -----------------------------------------------------------------------------
                                                 12,444         98,195            45,037               (83,611)    72,065
                                            =============================================================================



The following is a summary of the adjustments to BP shareholders' interest which
would be required if generally accepted accounting principles in the United
States (US GAAP) had been applied instead of those generally accepted in the
United Kingdom.



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Shareholders' interest as reported                12,444        98,195            45,037               (83,611)    72,065

Adjustments:
   Deferred taxation/business combinations            68           (58)             (126)                   58        (58)
   Provisions                                         25           (27)              (53)                   28        (27)
   Sale and leaseback                                  -           (32)              (32)                   32        (32)
   Goodwill                                            -           618               618                  (618)       618
   Derivative financial instruments                  (50)          208               208                  (158)       208
   Gain arising on asset exchange                      -           136               136                  (136)       136
   Ordinary shares held for future
     awards to employees                               -          (106)                -                     -       (106)
   Quarterly dividend                                  -         1,434                 -                     -      1,434
   Investments                                         -           334               334                  (334)       334
   Additional minimum pension liability                -        (2,286)           (2,286)                2,286     (2,286)
   Other                                               -           (48)              (48)                   48        (48)
                                            -----------------------------------------------------------------------------
Shareholders' interest as adjusted
  to accord with US GAAP                          12,487        98,368            43,788               (82,405)    72,238
                                            =============================================================================







Page 49

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet (contined)                     Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  

At December 31, 2002

Fixed assets
Intangible assets                                   427              -            15,139                     -     15,566
Tangible assets                                   6,405              -            81,277                     -     87,682
Investments
   Subsidiaries - equity accounted basis          2,561         91,939                 -               (94,500)         -
   Other                                              -            162            10,649                     -     10,811
                                            -----------------------------------------------------------------------------
                                                  2,561         92,101            10,649               (94,500)    10,811
                                            -----------------------------------------------------------------------------
Total fixed assets                                9,393         92,101           107,065               (94,500)   114,059
                                            -----------------------------------------------------------------------------
Current assets
Inventories                                         102              -            10,079                     -     10,181
Receivables                                      18,169         13,581            51,022               (49,622)    33,150
Investments                                           -              -               215                     -        215
Cash at bank and in hand                            (11)             1             1,530                     -      1,520
                                            -----------------------------------------------------------------------------
                                                 18,260         13,582            62,846               (49,622)    45,066
                                            -----------------------------------------------------------------------------
Current liabilities - falling due within
  one year
Finance debt                                      1,768              -            10,031                (1,713)    10,086
Accounts payable and accrued liabilities          1,129          9,906            35,369               (10,189)    36,215
                                            -----------------------------------------------------------------------------
Net current assets (liabilities)                 15,363          3,676            17,446               (37,720)    (1,235)
                                            -----------------------------------------------------------------------------
Total assets less current liabilities            24,756         95,777           124,511              (132,220)   112,824
Noncurrent liabilities
Finance debt                                          -              -            11,922                     -     11,922
Accounts payable and accrued liabilities         10,586             98            30,491               (37,720)     3,455
Provisions for liabilities and charges
Deferred taxation                                 1,686              -            11,828                     -     13,514
Other provisions                                    489            142            13,255                     -     13,886
                                            -----------------------------------------------------------------------------
Net assets                                       11,995         95,537            57,015               (94,500)    70,047
Minority shareholders' interest - equity              -              -               638                     -        638
                                            -----------------------------------------------------------------------------
BP shareholders' interest                        11,995         95,537            56,377               (94,500)    69,409
                                            =============================================================================




Page 50

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet (concluded)                    Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
At December 31, 2002

Capital and reserves
Capital shares                                    1,903          5,616                 -                (1,903)     5,616
Paid-in surplus                                   3,145          4,243                 -                (3,145)     4,243
Merger reserve                                        -         26,336               697                     -     27,033
Other reserves                                        -            173                 -                     -        173
Retained earnings                                 6,947         59,169            55,680               (89,452)    32,344
                                            -----------------------------------------------------------------------------
                                                 11,995         95,537            56,377               (94,500)    69,409
                                            =============================================================================



     The following is a summary of the adjustments to BP shareholders'  interest
     which would be required if generally accepted accounting  principles in the
     United  States  (US  GAAP)  had been  applied  instead  of those  generally
     accepted in the United Kingdom.



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  

Shareholders' interest as reported               11,995         95,537           56,377               (94,500)     69,409

Adjustments:
   Deferred taxation/business combinations           74            (78)            (152)                   78         (78)
   Provisions                                      (190)        (1,088)            (902)                1,092      (1,088)
   Sale and leaseback                                 -           (106)            (106)                  106        (106)
   Goodwill                                           -            (84)             (84)                   84         (84)
   Derivative financial instruments                 (50)          (135)            (135)                  185        (135)
   Gain arising on asset exchange                     -            142              142                  (142)        142
   Ordinary shares held for future
   awards to employees                                -           (159)               -                     -        (159)
   Quarterly dividend                                 -          1,398                -                     -       1,398
   Investments                                        -             34               34                   (34)         34
   Additional minimum pension liability               -         (2,286)          (2,286)                2,286      (2,286)
   Other                                              -            (48)             (48)                   48         (48)
                                            -----------------------------------------------------------------------------
Shareholders' interest as adjusted
  to accord with US GAAP                         11,829         93,127           52,840               (90,797)     66,999
                                            =============================================================================





Page 51

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Cash flow statement                          Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended June 30, 2003

Net cash inflow (outflow) from
  operating activities                              372        (15,793)          22,767                     -       7,346
Dividends from joint ventures                         -              -               28                     -          28
Dividends from associated undertakings                -              -              177                     -         177
Dividends from subsidiaries                           -         18,133                -               (18,133)          -
Net cash inflow (outflow) from servicing of
  finance and returns on investments                  -             43             (406)                    -        (363)
Tax paid                                            (47)            (3)          (1,803)                    -      (1,853)
Net cash inflow (outflow) for capital
  expenditure and financial investment             (115)            22           (1,015)                    -      (1,108)
Net cash inflow (outflow) for acquisitions
  and disposals                                       3              -             (467)                    -        (464)
Equity dividends paid                                 -         (1,386)         (18,133)               18,133      (1,386)
                                            -----------------------------------------------------------------------------
Net cash inflow (outflow)                           213          1,016            1,148                     -       2,377
                                            =============================================================================

Financing                                           214            987              154                     -       1,355

Management of liquid resources                        -              -               93                     -          93

Increase (decrease) in cash                          (1)            29              901                     -         929
                                            -----------------------------------------------------------------------------
                                                    213          1,016            1,148                     -       2,377
                                            =============================================================================


The consolidated statement of cash flows presented in accordance with SFAS 95 is
as follows:



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  

Net cash provided by (used in)
  operating activities                              328          2,379            20,763               (18,081)     5,389
Net cash provided by (used in)
  investing activities                             (115)            24            (1,482)                  (42)    (1,615)
Net cash provided by (used in)
  financing activities                             (214)        (2,374)          (18,287)               18,123     (2,752)
Currency translation differences relating to
  cash and cash equivalents                           -              -                43                     -         43
                                            -----------------------------------------------------------------------------
Increase (decrease) in cash and cash
  equivalents                                        (1)            29             1,037                     -      1,065
Cash and cash equivalents at beginning
  of period                                         (10)           (11)            1,400                     -      1,379
                                            -----------------------------------------------------------------------------
Cash and cash equivalents at end
  of period                                         (11)            18             2,437                     -      2,444
                                            =============================================================================




Page 52

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Cash flow statement (continued)              Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended June 30, 2002

Net cash inflow (outflow) from
  operating activities                              227            434             3,708                   764      5,133
Dividends from joint ventures                         -              -                16                     -         16
Dividends from associated undertakings                -              -               154                     -        154
Dividends from subsidiaries                           -              -                 -                     -          -
Net cash inflow (outflow) from servicing of
  finance and returns on investments                  -             61              (291)                    -       (230)
Tax paid                                            (46)            (1)             (880)                    -       (927)
Net cash inflow (outflow) for capital
  expenditure and financial investment             (138)            (1)           (1,715)                    -     (1,854)
Net cash inflow (outflow) for acquisitions
  and disposals                                       -            764               889                  (764)       889
Equity dividends paid                                 -         (1,290)                -                     -     (1,290)
                                            -----------------------------------------------------------------------------
Net cash inflow (outflow)                            43            (33)            1,881                     -      1,891
                                            =============================================================================
Financing                                            38            (32)            2,011                     -      2,017
Management of liquid resources                        -              -                33                     -         33
Increase (decrease) in cash                           5             (1)             (163)                    -       (159)
                                            -----------------------------------------------------------------------------
                                                     43            (33)            1,881                     -      1,891
                                            =============================================================================


The consolidated statement of cash flows presented in accordance with SFAS 95 is
as follows:



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Net cash provided by (used in)
  operating activities                              181            494             2,707                   792       4,174
Net cash provided by (used in)
  investing activities                             (138)           763              (826)                 (789)       (990)
Net cash provided by (used in)
  financing activities                              (38)        (1,258)           (2,011)                   (3)     (3,310)
Currency translation differences relating to
  cash and cash equivalents                           -              -                30                     -          30
                                            -----------------------------------------------------------------------------
Increase (decrease) in cash and cash
  equivalents                                         5             (1)             (100)                    -         (96)

Cash and cash equivalents at beginning
  of period                                         (11)             3             1,673                     -       1,665
                                            -----------------------------------------------------------------------------
Cash and cash equivalents at end
  of period                                          (6)             2             1,573                     -       1,569
                                            =============================================================================






Page 53

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


14.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Cash flow statement (continued)              Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  

Six months ended June 30, 2003

Net cash inflow (outflow) from
  operating activities                              890        (13,540)           25,957                     -     13,307
Dividends from joint ventures                         -              -                41                     -         41
Dividends from associated undertakings                -              -               232                     -        232
Dividends from subsidiaries                          10         18,133                 -               (18,143)         -
Net cash inflow (outflow) from servicing of
  finance and returns on investments                (22)            70              (583)                    -       (535)
Tax paid                                            (47)            (3)           (2,435)                    -     (2,485)
Net cash inflow (outflow) for capital
  expenditure and financial investment             (212)            58            (1,514)                    -     (1,668)
Net cash inflow (outflow) for acquisitions
  and disposals                                       9              -              (513)                    -       (504)
Equity dividends paid                                 -         (2,783)          (18,143)               18,143     (2,783)
                                            -----------------------------------------------------------------------------
Net cash inflow (outflow)                           628          1,935             3,042                     -      5,605
                                            =============================================================================
Financing                                           628          1,918             2,402                     -      4,948

Management of liquid resources                        -              -               106                     -        106

Increase (decrease) in cash                           -             17               534                     -        551
                                            -----------------------------------------------------------------------------
                                                    628          1,935             3,042                     -      5,605
                                            =============================================================================


The consolidated statement of cash flows presented in accordance with SFAS 95 is
as follows:



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Net cash provided by (used in)
  operating activities                               862         4,659            23,212               (18,083)    10,650
Net cash provided by (used in)
  investing activities                              (212)           60            (2,027)                  (70)    (2,249)
Net cash provided by (used in)
  financing activities                              (650)       (4,702)          (20,545)               18,153     (7,744)
Currency translation differences relating to
  cash and cash equivalents                            -             -                52                     -         52
                                            -----------------------------------------------------------------------------
Increase (decrease) in cash and cash
  equivalents                                          -            17               692                     -        709
Cash and cash equivalents at beginning
  of period                                          (11)            1             1,745                     -      1,735
                                            -----------------------------------------------------------------------------
Cash and cash equivalents at end
  of period                                          (11)           18             2,437                     -      2,444
                                            =============================================================================







Page 54

                           BP p.l.c. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - concluded


14.  Condensed consolidating information - concluded



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Cash flow statement (concluded)              Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Six months ended June 30, 2002

Net cash inflow (outflow) from
  operating activities                               594         1,485            5,827                   863       8,769
Dividends from joint ventures                          -             -               99                     -          99
Dividends from associated undertakings                 -             -              207                     -         207
Dividends from subsidiaries                           15             -                -                   (15)          -
Net cash inflow (outflow) from servicing of
  finance and returns on investments                   -           126             (628)                    -        (502)
Tax paid                                             (46)           (1)          (1,325)                    -      (1,372)
Net cash inflow (outflow) for capital
  expenditure and financial investment              (288)          (18)          (4,030)                    -      (4,336)
Net cash inflow (outflow) for acquisitions
  and disposals                                        -           863             (819)                 (863)       (819)
Equity dividends paid                                  -        (2,578)             (15)                   15      (2,578)
                                            -----------------------------------------------------------------------------
Net cash inflow (outflow)                            275          (123)            (684)                    -        (532)
                                            =============================================================================
Financing                                            252          (122)            (396)                    -        (266)
Management of liquid resources                         -             -             (132)                    -        (132)
Increase (decrease) in cash                           23            (1)            (156)                    -        (134)
                                            -----------------------------------------------------------------------------
                                                     275          (123)            (684)                    -        (532)
                                            =============================================================================


The consolidated statement of cash flows presented in accordance with SFAS 95 is
as follows:



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Net cash provided by (used in)
  operating activities                               563         1,610             4,195                   889      7,257
Net cash provided by (used in)
  investing activities                              (288)          846            (4,864)                 (889)    (5,195)
Net cash provided by (used in)
  financing activities                              (252)       (2,457)              381                     -     (2,328)
Currency translation differences relating to
  cash and cash equivalents                            -             -                27                     -         27
                                            -----------------------------------------------------------------------------
Increase (decrease) in cash and cash
  equivalents                                         23            (1)             (261)                    -       (239)
Cash and cash equivalents at beginning
  of period                                          (40)            6             3,507                     -      3,473
                                            -----------------------------------------------------------------------------
Cash and cash equivalents at end
  of period                                          (17)            5             3,246                     -      3,234
                                            =============================================================================





Page 55

                           BP p.l.c. AND SUBSIDIARIES
                            ENVIRONMENTAL INDICATORS




                                                               Three months ended            Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                             ---------------------       ----------------------

                                                                                              
Average crude oil realizations - $/bbl
     UK                                                       25.16          25.15        28.60           23.09
     USA                                                      27.09          24.53        29.48           21.86
     Rest of World                                            24.16          22.75        26.90           20.92
     BP average                                               25.73          24.27        28.50           22.07

Average natural gas liquids realizations - $/bbl
     UK                                                       11.97          13.95        18.86           14.08
     USA                                                      17.80          11.91        18.05           11.12
     Rest of World                                            20.16          13.63        21.63           12.73
     BP average                                               17.49          12.40        18.76           11.77

Average liquids realizations (a) - $/bbl
     UK                                                       24.45          24.59        28.04           22.59
     USA                                                      25.61          21.81        27.55           19.61
     Rest of World                                            23.93          22.20        26.58           20.43
     BP average                                               24.90          22.81        27.47           20.81

Average natural gas realizations - $/mcf
     UK                                                        2.84           2.50         3.11            2.81
     USA                                                       4.52           2.76         4.91            2.44
     Rest of World                                             2.53           2.04         2.63            1.98
     BP average                                                3.39           2.45         3.64            2.36

Total hydrocarbons - $/boe
     UK                                                       21.15          20.91        23.99           20.31
     USA                                                      25.88          19.24        27.96           17.18
     Rest of World                                            18.75          16.62        20.09           15.57
     BP average                                               22.43          19.01        24.49           17.63

Average oil marker prices (a) - $/bbl
     Brent oil price                                          26.03          25.07        28.77           23.12
     West Texas Intermediate oil price                        29.02          26.30        31.53           23.94
     Alaska North Slope US West Coast                         27.04          25.04        30.13           22.42

Henry Hub gas price (b) ($/mmbtu)                              5.40           3.38         5.96            2.87
UK Gas - National Balancing point (p/therm)                   17.44          12.10        19.35           15.63

Global Indicator Refining Margins (c) - $/bbl
     Northwest Europe                                          2.15           0.59         2.92            0.34
     US Gulf Coast                                             3.59           2.62         4.86            2.33
     Midwest                                                   4.73           3.76         4.44            2.91
     US West Coast                                             6.34           4.46         6.55            4.95
     Singapore                                                 0.66           0.18         1.81            0.20
     BP average                                                3.27           2.06         3.89            1.85

Chemicals Indicator Margin (d) - $/te                           120(e)         109          108(e)           95




Page 56

                           BP p.l.c. AND SUBSIDIARIES
                            ENVIRONMENTAL INDICATORS


---------------

(a)  Crude oil and natural gas liquids.

(b)  Henry Hub First of Month Index.

(c)  The Global  Indicator  Refining Margin (GIM) is the average of six regional
     indicator margins weighted for BP's crude refining capacity in each region.
     Each regional  indicator margin is based on a single  representative  crude
     with  product  yields  characteristic  of the  typical  level of  upgrading
     complexity. The regional indicator margins may not be representative of the
     margins  achieved by BP in any period because of BP's  particular  refinery
     configurations and crude and product slate.

(d)  The   Chemicals   Indicator   Margin   (CIM)  is  a  weighted   average  of
     externally-based  product margins.  It is based on market data collected by
     Nexant  (formerly Chem Systems) in their quarterly  market  analyses,  then
     weighted  based on BP's  product  portfolio.  It does not cover our  entire
     portfolio of products,  and  consequently  is only  indicative  rather than
     representative  of the  margins  achieved by BP in any  particular  period.
     Amongst  the  products  and  businesses  covered in the CIM are olefins and
     derivatives,  the aromatics and derivatives,  linear alpha-olefins  (LAOs),
     acetic acid, vinyl acetate monomers and nitriles.  Not included are fabrics
     and fibres,  plastic fabrications,  poly alpha-olefins (PAOs),  anhydrides,
     speciality  intermediates,  and the  remaining  parts of the  solvents  and
     acetyls businesses.

(e)  Provisional.  The  data for the  second  quarter  is  based on two  months'
     actuals and one month of provisional data.

The  table  below  shows  the US  dollar/sterling  exchange  rates  used  in the
preparation of the financial  statements.  The period-end  rate is the mid-point
closing rate as published in the London  edition of the  Financial  Times on the
last day of the period.  The  average  rate for the period is the average of the
daily mid-point closing rates for the period.



                                                Three months ended            Six months ended
                                                     June 30                      June 30
US dollar/sterling exchange rates                 (Unaudited)                   (Unaudited)
                                                2003           2002         2003            2002
                                               --------------------        ---------------------
                                                                                
Average rate for the period                     1.62           1.46         1.61            1.44
Period-end rate                                 1.65           1.52         1.65            1.52




Page 57

                           BP p.l.c. AND SUBSIDIARIES
                              OPERATING INFORMATION




                                                               Three months ended            Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                             ---------------------       ----------------------

                                                                                                
Crude oil production
(thousand barrels per day) (net of royalties)
     UK                                                         325            457          383             457
     Rest of Europe                                              80            102           85             100
     USA                                                        569            605          588             594
     Rest of World                                              738            644          715             630
                                                             ------         ------       ------          ------
Total crude oil production                                    1,712          1,808        1,771           1,781
                                                             ======         ======       ======          ======

Natural gas liquids production
(thousand barrels per day) (net of royalties)
     UK                                                          18             24           24              24
     Rest of Europe                                               5              6            5               6
     USA                                                        144            186          155             181
     Rest of World                                               32             28           32              28
                                                             ------         ------       ------          ------
Total natural gas liquids production                            199            244          216             239
                                                             ======         ======       ======          ======

Liquids production (a)
(thousand barrels per day) (net of royalties)
     UK                                                         343            481          407             481
     Rest of Europe                                              85            108           90             106
     USA                                                        713            791          743             775
     Rest of World                                              770            672          747             658
                                                             ------         ------       ------          ------
Total liquids production                                      1,911          2,052        1,987           2,020
                                                             ======         ======       ======          ======

Natural gas production (million cubic feet per day)
(net of royalties)
     UK                                                       1,407          1,602        1,602           1,615
     Rest of Europe                                             103            157          117             159
     USA                                                      3,145          3,565        3,290           3,563
     Rest of World                                            3,784          3,343        3,718           3,369
                                                             ------         ------       ------          ------
Total natural gas production                                  8,439          8,667        8,727           8,706
                                                             ======         ======       ======          ======

Total production (b)
(thousand barrels of oil equivalent per day)
(net of royalties)
     UK                                                         586            757          683             759
     Rest of Europe                                             103            135          110             133
     USA                                                      1,255          1,406        1,310           1,389
     Rest of World                                            1,422          1,248        1,388           1,239
                                                             ------         ------       ------          ------
Total production                                              3,366          3,546        3,491           3,520
                                                             ======         ======       ======          ======




Page 58

                                          BP p.l.c. AND SUBSIDIARIES
                                       OPERATING INFORMATION - concluded




                                                               Three months ended            Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                             ---------------------       ----------------------

                                                                                                

Natural gas sales volumes (million cubic feet per day)
     UK                                                       2,581          2,349        2,896           2,483
     Rest of Europe                                             421            390          447             402
     USA                                                     10,441          8,451       11,084           8,591
     Rest of World                                           10,839          8,618       11,194           8,952
                                                             ------         ------       ------          ------
Total natural gas sales volumes (c)                          24,282         19,808       25,621          20,428
                                                             ======         ======       ======          ======

NGL sales volumes (thousand barrels per day)
     UK                                                           -              -            -               -
     Rest of Europe                                               -              -            -               -
     USA                                                        136            189          131             171
     Rest of World                                              124            196          178             214
                                                             ------         ------       ------          ------
Total NGL sales volumes                                         260            385          309             385
                                                             ======         ======       ======          ======

Oil sales volumes (thousand barrels per day)
Refined products
     UK                                                         279            230          279             243
     Rest of Europe                                           1,358          1,444        1,338           1,360
     USA                                                      1,822          1,941        1,787           1,888
     Rest of World                                              607            522          626             561
                                                             ------         ------       ------          ------
     Total marketing sales                                    4,066          4,137        4,030           4,052
     Trading/supply sales                                     2,957          2,342        2,884           2,439
                                                             ------         ------       ------          ------
     Total refined product sales                              7,023          6,479        6,914           6,491
Crude oil                                                     5,679          4,915        5,104           4,862
                                                             ------         ------       ------          ------
Total oil sales                                              12,702         11,394       12,018          11,353
                                                             ======         ======       ======          ======

Refinery throughputs (thousand barrels per day)
     UK                                                         416            376          397             384
     Rest of Europe                                             991            924          973             879
     USA                                                      1,465          1,464        1,384           1,429
     Rest of World                                              393            339          392             357
                                                             ------         ------       ------          ------
Total throughput                                              3,265          3,103        3,146           3,049
                                                             ======         ======       ======          ======

Petrochemicals production (thousand tonnes)
     UK                                                         714            837        1,583           1,666
     Rest of Europe                                           2,681          2,595        5,444           5,178
     USA                                                      2,503          2,695        5,039           5,184
     Rest of World                                              872            762        1,684           1,472
                                                             ------         ------       ------          ------
Total production                                              6,770          6,889       13,750          13,500
                                                             ======         ======       ======          ======


---------------

(a)  Crude oil and natural gas liquids.

(b)  Expressed in thousand  barrels of oil equivalent per day (mboe/d).  Natural
     gas is converted  to oil  equivalent  at 5.8 billion  cubic feet: 1 million
     barrels.

(c)  Encompasses  sales  by  Exploration  and  Production  and  Gas,  Power  and
     Renewables, including marketing, trading and supply sales.



Page 59

                           BP p.l.c. AND SUBSIDIARIES
                     TOTAL REPLACEMENT COST OPERATING PROFIT




                                                               Three months ended            Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                             ---------------------       ----------------------
                                                                                 ($ million)
                                                                                                
By business
Exploration and Production
UK                                                              473            649        1,607           1,376
Rest of Europe                                                  141            172          334             324
USA                                                           1,441            771        3,246           1,093
Rest of World                                                 1,098            866        2,292           1,593
                                                             ------         ------       ------          ------
                                                              3,153          2,458        7,479           4,386
                                                             ------         ------       ------          ------
Gas, Power and Renewables
UK                                                               18              1           21               3
Rest of Europe                                                   (5)            35          (14)             82
USA                                                              85             13          121             (12)
Rest of World                                                     5             65          169             152
                                                             ------         ------       ------          ------
                                                                103            114          297             225
                                                             ------         ------       ------          ------
Refining and Marketing
UK                                                              (31)           (61)          (5)           (185)
Rest of Europe                                                  423            249          760             388
USA                                                             323            279          420             200
Rest of World                                                   174            136          345             268
                                                             ------         ------       ------          ------
                                                                889            603        1,520             671
                                                             ------         ------       ------          ------
Petrochemicals
UK                                                               25            (10)          (9)            (41)
Rest of Europe                                                  199             64          287             111
USA                                                              65             84          107             107
Rest of World                                                    24             65           67             102
                                                             ------         ------       ------          ------
                                                                313            203          452             279
                                                             ------         ------       ------          ------

Other businesses and corporate                                 (134)          (128)        (299)           (253)
                                                             ------         ------       ------          ------
                                                              4,324          3,250        9,449           5,308
                                                             ======         ======       ======          ======
By geographical area
UK                                                              363            504        1,416           1,034
Rest of Europe                                                  756            526        1,358             912
USA                                                           1,863          1,103        3,745           1,261
Rest of World                                                 1,342          1,117        2,930           2,101
                                                             ------         ------       ------          ------
                                                              4,324          3,250        9,449           5,308
                                                             ======         ======       ======          ======




Page 60

                           BP p.l.c. AND SUBSIDIARIES
                      CAPITAL EXPENDITURE AND ACQUISITIONS



                                                               Three months ended            Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                             ---------------------       ----------------------
                                                                                 ($ million)
                                                                                                
By business

Exploration and Production
     UK                                                         220            247          416             508
     Rest of Europe                                              73             57          124             128
     USA                                                      1,009          1,077        1,975           2,244
     Rest of World (a)                                        1,160          1,192        2,084           2,006
                                                             ------         ------       ------          ------
                                                              2,462          2,573        4,599           4,886
                                                             ------         ------       ------          ------
Gas, Power and Renewables
     UK                                                          24              5           32              21
     Rest of Europe (b)                                           9             87           24              91
     USA                                                         48             32           86              48
     Rest of World                                               17              8           24              18
                                                             ------         ------       ------          ------
                                                                 98            132          166             178
                                                             ------         ------       ------          ------
Refining and Marketing
     UK                                                          66            100          139             176
     Rest of Europe (c)                                          64          2,556          168           5,288
     USA                                                        228            260          564             563
     Rest of World                                               27             49           51              75
                                                             ------         ------       ------          ------
                                                                385          2,965          922           6,102
                                                             ------         ------       ------          ------
Petrochemicals
     UK                                                          30             17           30              25
     Rest of Europe                                              21             60           52             105
     USA                                                         95             55          141              97
     Rest of World                                               52             38           71             131
                                                             ------         ------       ------          ------
                                                                198            170          294             358
                                                             ------         ------       ------          ------

Other businesses and corporate (d)                              183            267          219             319
                                                             ------         ------       ------          ------
                                                              3,326          6,107        6,200          11,843
                                                             ======         ======       ======          ======
By geographical area
     UK                                                         361            400          662             809
     Rest of Europe                                             167          2,953          369           5,805
     USA                                                      1,542          1,467        2,938           2,998
     Rest of World                                            1,256          1,287        2,231           2,231
                                                             ------         ------       ------          ------
                                                              3,326          6,107        6,200          11,843
                                                             ======         ======       ======          ======


------------

(a)  2Q and first half 2002 included the  acquisition of an additional  interest
     in Sidanco.

(b)  2Q and first half 2002 included the acquisition of a 5% stake in Enagas.

(c)  1Q  2002  and 2Q  2002  included  the  acquisition  of 51%  and 49% of Veba
     respectively.

(d)  2Q and first half 2002 included the acquisition of the minority interest in
     Veba's upstream oil and gas assets.



Page 61

                           BP p.l.c. AND SUBSIDIARIES
                       RETURN ON AVERAGE CAPITAL EMPLOYED




                                                               Three months ended            Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                             ---------------------       ----------------------
                                                                                 ($ million)
                                                                                                
Historical cost profit for the period                         1,634          2,058        5,901           3,354
Interest (a)                                                     78            153          177             317
Minority shareholders' interest                                  60             28           86              68
                                                             ------         ------       ------          ------
Adjusted historical cost profit                               1,772          2,239        6,164           3,739
Inventory holding (gains) losses                                951           (525)         152            (998)
Exceptional items, net of tax                                  (131)          (216)        (471)           (146)
                                                             ------         ------       ------          ------
Adjusted replacement cost profit                              2,592          1,498        5,845           2,595
                                                             ======         ======       ======          ======
Capital employed at beginning of period:
     BP shareholders' interest                               71,076         64,902       69,409          65,161
     Minority shareholders' interest                          1,047          2,579          638             598
     Finance debt                                            19,042         24,531       22,008          21,417
                                                             ------         ------       ------          ------
     Capital employed                                        91,165         92,012       92,055          87,176
                                                             ======         ======       ======          ======
Capital employed at end of period:
     BP shareholders' interest                               72,065         67,568       72,065          67,568
     Minority shareholders' interest                          1,016            558        1,016             558
     Finance debt                                            18,594         21,409       18,594          21,409
                                                             ------         ------       ------          ------
     Capital employed                                        91,675         89,535       91,675          89,535
                                                             ======         ======       ======          ======

                                                             91,420         90,774       91,865          88,356
Average capital employed
                                                             ======         ======       ======          ======
ROACE - historical cost basis                                   7.8%           9.9%        13.4%            8.5%
ROACE - replacement cost basis                                 11.3%           6.6%        12.7%            5.9%


------------

(a)  Excludes interest on joint venture and associated undertakings debt as well
     as  unwinding  of discount on  provisions  and effect of change in discount
     rate on  provisions,  and is on a post-tax  basis,  using a deemed tax rate
     equal to the US statutory tax rate.



Page 62

                           BP p.l.c. AND SUBSIDIARIES
                                 NET DEBT RATIO





                                                             At June 30
                                                             (Unaudited)        At December 31
                                                                  2003                 2002
                                                             ----------           ----------
                                                                       ($ million)
                                                                               
Net debt ratio - net debt: net debt + equity
Gross finance debt                                              18,594               22,008
Cash and current asset investments                               2,444                1,735
                                                               -------              -------
Net debt                                                        16,150               20,273
                                                               -------              -------
Equity                                                          73,081               70,047
Net debt ratio                                                      18%                  22%
                                                               -------              -------
Acquisition adjustment (a)                                      14,469               16,672
                                                               -------              -------
Net debt ratio - pro forma basis (b)                                22%                  28%
                                                               =======              =======


---------------

(a)  Acquisition  adjustment refers to the fixed asset  revaluation  adjustments
     and goodwill consequent upon the ARCO and Burmah Castrol acquisitions.

(b)  Based on  equity  excluding  the fixed  asset  revaluation  adjustment  and
     goodwill resulting from the ARCO and Burmah Castrol acquisitions.



Page 63




                                   SIGNATURES





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                                    BP p.l.c.
                                  (Registrant)





Dated: August 1, 2003                  /s/ D. J. Pearl
                                       .........................................
                                       D. J. PEARL
                                       Deputy Company Secretary






Page 64