UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F
(Mark One)
[   ]             REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g)
                          OF THE SECURITIES EXCHANGE ACT OF 1934
                                       OR
[ X]                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2000
                                       OR
[   ]                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from                  to

                          Commission file number 1-6262
- --------------------------------------------------------------------------------

                                 BP AMOCO p.l.c.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
                                ENGLAND and WALES
- --------------------------------------------------------------------------------

                 (Jurisdiction of incorporation or organization)

                                 Britannic House
                                1 Finsbury Circus
                                 London EC2M 7BA
                                     England
- --------------------------------------------------------------------------------

                          (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

            Title of each class                  Name of each exchange
                                                  on which registered
       Ordinary Shares of 25c each              Chicago Stock Exchange*
                                                New York Stock Exchange*
                                                 Pacific Exchange, Inc.*
   ----------------------------------    ----------------------------------

                                     *Not for trading, but only in connection
                                   with the registration of American Depositary
                                    Shares, pursuant to the requirements of the
                                         Securities and Exchange Commission

      Securities registered or to be registered pursuant to Section 12(g) of the
Act.
                                      None
- --------------------------------------------------------------------------------

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act.
                                      None
- --------------------------------------------------------------------------------
      Indicate the number of outstanding  shares of each of the issuer's classes
of capital or common  stock as of the close of the period  covered by the annual
report.

      Ordinary Shares of 25c each                           22,528,746,861
      Cumulative First Preference Shares of (pound)1 each        7,232,838
      Cumulative Second Preference Shares of (pound)1 each       5,473,414

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes X               No. _____

      Indicate by check mark which  financial  statement item the Registrant has
elected to follow.

Item 17 _____       Item 18 X


                                TABLE OF CONTENTS



                                                                            
                                                                                     Page
                     Certain Definitions...........................................     3
Part I      Item 1   Identity of Directors, Senior Management and Advisors.........     5
            Item 2   Offer Statistics and Expected Timetable.......................     5
            Item 3   Key Information...............................................     5
                          Selected Financial Information...........................     5
                          Risk Factors.............................................     9
                          Forward Looking Statements...............................    10
                          Statements Regarding Competitive Position................    10
            Item 4   Information on the Company....................................    11
                          General..................................................    11
                          Segmental Information....................................    15
                          Exploration and Production...............................    17
                          Gas and Power............................................    34
                          Refining and Marketing...................................    38
                          Chemicals................................................    46
                          Other Businesses and Corporate...........................    53
                          Regulation of the Group's Business.......................    54
                          Environmental Protection.................................    56
                          Property, Plants and Equipment...........................    61
                          Organizational Structure.................................    62
            Item 5   Operating and Financial Review and Prospects..................    63
                          Group Operating Results..................................    63
                          Liquidity and Capital Resources..........................    77
            Item 6   Directors, Senior Management and Employees....................    79
                          Directors and Senior Management..........................    79
                          Compensation.............................................    81
                          Board Practices..........................................    90
                          Employees................................................    93
                          Share Ownership..........................................    94
            Item 7   Major Shareholders and Related Party Transactions.............    96
                          Major Shareholders.......................................    96
                          Related Party Transactions...............................    96
            Item 8   Financial Information.........................................    96
                          Consolidated Statements and Other Financial Information..    96
                          Significant Changes......................................    97
            Item 9   The Offer and Listing.........................................    97
            Item 10  Additional Information........................................    99
                          Memorandum and Articles of Association...................    99
                          Material Contracts.......................................   101
                          Exchange Controls and Other Limitations
                             Affecting Security Holders............................   101
                          Taxation.................................................   102
                          Documents on Display.....................................   103
            Item 11  Quantitative and Qualitative  Disclosures  about Market Risk..   104
            Item 12  Description of Securities Other Than Equity Securities........   109
Part II     Item 13  Defaults, Dividend Arrearages and Delinquencies..............    110
            Item 14  Material Modifications to the Rights of Security Holders
                          and Use of Proceeds......................................   110
            Item 15  Reserved......................................................
            Item 16  Reserved......................................................
Part III    Item 17  Financial Statements..........................................   111
            Item 18  Financial Statements..........................................   111
            Item 19  Exhibits......................................................   111



                                       2

                              CERTAIN DEFINITIONS

       Unless the context  indicates  otherwise,  the  following  terms have the
meanings shown below:

Oil and natural gas reserves

       `Proved  reserves'  -- Estimated  quantities  of crude oil or natural gas
which geological and engineering  data demonstrate with reasonable  certainty to
be recoverable in future years from known reservoirs under existing economic and
operating conditions, i.e. prices and costs as of the date the estimate is made.

       `Proved  developed  reserves'  --  Reserves  that can be  expected  to be
recovered through existing wells with existing  equipment and operating methods.
Additional oil and gas expected to be obtained  through the application of fluid
injection or other improved recovery techniques for supplementing natural forces
and mechanisms of primary recovery are included as 'proved  developed  reserves'
only after  testing by a pilot  project or after the  operation  of an installed
programme has confirmed through production response that increased recovery will
be achieved.

       `Proved  undeveloped  reserves'  --  Reserves  that  are  expected  to be
recovered  from new wells on undrilled  acreage,  or from existing wells where a
relatively major expenditure is required for recompletion. Reserves on undrilled
acreage are limited to those drilling units offsetting productive units that are
reasonably  certain  of  production  when  drilled.  Proved  reserves  for other
undrilled  units are claimed only where it can be  demonstrated  with  certainty
that there is continuity of production from the existing  productive  formation.
Under no circumstances are estimates of proved undeveloped reserves attributable
to  acreage  for  which an  application  of fluid  injection  or other  improved
recovery  technique is  contemplated,  unless such  techniques  have been proved
effective by actual tests in the area and in the same reservoir.

Miscellaneous terms

`ADR'-- American Depositary Receipt.

`ADS'-- American Depositary Share.

`Amoco' -- The former Amoco Corporation and its subsidiaries.

'ARCO' -- Atlantic Richfield Company and its subsidiaries.

`Associated  undertaking'  --  An  undertaking  in  which  the  BP  Group  has a
participating  interest and over whose  operating  and  financial  policy the BP
Group  exercises a significant  influence  (presumed to be the case where 20% or
more of the voting rights are held) and which is not a subsidiary undertaking.

`Barrel' -- 42 US gallons.

`Billion'-- 1,000,000,000.

`BP', `BP Group' or the `Group'-- BP Amoco p.l.c. and its subsidiaries.

'Burmah Castrol' -- Burmah Castrol plc and its subsidiaries.

`Cent' or `c' -- One hundredth of the US dollar.

The `Company' -- BP Amoco p.l.c.

`Crude oil' -- Includes condensate and natural gas liquids.

`Dollar' or `$' -- The US dollar.

`FSA' -- Financial Services Authority

`Gas'-- Natural Gas.

`LNG'-- Liquefied Natural Gas.

`London Stock Exchange' or `LSE'-- London Stock Exchange Limited.

`LPG'-- Liquefied Petroleum Gas.

`NGL'-- Natural Gas Liquid.

                                       3

Noon Buying Rate' -- The noon buying rate in New York City for cable  transfers
in pounds as certified for customs  purposes by the Federal  Reserve Bank of New
York.

`OECD' -- Organization for Economic Cooperation and Development.

`Oil' -- Crude oil, condensate and natural gas liquids.

`OPEC'-- The Organization of Petroleum Exporting Countries.

`Ordinary Shares'-- Ordinary fully paid shares in BP Amoco p.l.c. of 25c each.

`Pence' or `p' -- One hundredth of a pound.

`Pound', `sterling' or `(pound)' -- The pound sterling.

`Preference  Shares'--  Cumulative First Preference Shares and Cumulative Second
Preference Shares in BP Amoco p.l.c. of(pound)1 each.

`Subsidiary  undertaking'  -- An  undertaking  in  which  the BP  Group  holds a
majority of the voting rights.

`Tonne' or `metric ton' -- 2,204.6 pounds.

`Trillion'-- 1,000,000,000,000.

`UK'-- United Kingdom of Great Britain and Northern Ireland.

`UK GAAP' -- Generally Accepted Accounting Practice in the UK.

`Undertaking' -- A body corporate, partnership or an unincorporated association,
carrying on a trade or business.

`US' or `USA' -- United States of America.

`US GAAP' -- Generally Accepted Accounting Principles in the USA.

'Vastar' -- Vastar Resources Inc. and its subsidiaries.



                                       4

                                    PART I


ITEM 1 -- IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

       Not applicable.

ITEM 2 -- OFFER STATISTICS AND EXPECTED TIMETABLE

       Not applicable.

ITEM 3 -- KEY INFORMATION

                         SELECTED FINANCIAL INFORMATION

Summary

       The  information  shown  below  for  2000,  1999,  1998 and 1997 has been
extracted  or derived  from the  audited  financial  statements  of the BP Group
presented elsewhere herein. The information for 1996 has been extracted from the
Annual  Report  on Form 20-F for the year 1998  which  has been  filed  with the
Securities  and Exchange  Commission,  as changed to conform with the accounting
presentation adopted in this annual report.



                                                          Years ended December 31, (a)
                                                -----------------------------------------------
                                                 2000      1999       1998      1997       1996
                                                -----     -----      -----     -----      -----
                                                      ($ million except per share amounts)
                                                                            
UK GAAP
Income statement data
Turnover...................................   161,826   101,180     83,732   108,564    102,064
Less:joint ventures........................   (13,764)  (17,614)   (15,428)  (16,804)        --
                                                -----     -----      -----     -----      -----
Group turnover.............................   148,062    83,566     68,304    91,760    102,064

Total replacement cost operating profit (a)    17,756     8,894      6,521    10,683     10,634
Replacement cost profit before
    exceptional items (b)..................    11,214     5,330      3,959     6,622      6,659
Profit for the year........................    11,870     5,008      3,220     5,673      7,417
Per ordinary share (c): (cents)
  Profit for the year:
  Basic....................................     54.85     25.82      16.77     29.56      38.79
  Diluted..................................     54.48     25.68      16.70     29.41      38.63
  Dividends (d)............................      20.5      20.0       19.8      18.0       15.5
  Average number outstanding of 25 cents
     ordinary shares (shares million)......    21,638    19,386     19,192    19,185     19,119
Balance sheet data
Total assets...............................   143,938    89,561     84,915    86,279     88,651
Net assets.................................    74,001    44,342     43,573    43,603     42,443
Share capital..............................     5,653     4,892      4,863     4,330      4,382
BP shareholders' interest..................   73,416    43,281     42,501    42,503     42,130
Finance debt due after more than one year..    14,772     9,644      9,641     8,853      8,954
Debt to borrowed and invested capital (e)..       17%       18%        18%       17%        17%
Other data
Per ordinary share: (cents)
  Replacement cost profit before
    exceptional items......................     51.82     27.48      20.62     34.51      34.82
Net cash inflow from operating activities (f)  20,416    10,290      9,586    15,558     13,679
Net cash outflow from capital expenditure
  acquisitions and disposals...............     6,207     5,142      6,520    10,056      8,056



                                       5




                                                          Years ended December 31, (a)
                                                -----------------------------------------------
                                                 2000      1999       1998      1997       1996
                                                -----     -----      -----     -----      -----
                                                      ($ million except per share amounts)
                                                                            
US GAAP
Income statement data
Revenues...................................   148,062    83,566     68,304    91,760    102,064
Profit for the period......................    10,183     4,596      2,826     5,686      6,795
Comprehensive income.......................     7,674     3,674      2,848     4,106      7,218
Profit per ordinary share (c)(g): (cents)
    Basic..................................     47.05     23.70      14.72     29.62      35.54
    Diluted................................     46.74     23.56      14.66     29.46      35.39
Profit per American Depositary
   Share (c)(g)(h): (cents)
    Basic..................................    282.30    142.20      88.32    177.72     213.24
    Diluted................................    280.44    141.36      87.96    176.76     212.34
Balance sheet data
Total assets...............................   152,355    90,342     85,538    87,076     89,934
BP shareholders' interest...................   65,666    37,838     37,334    37,504     37,259
Other data
Net cash used in investing activities......     6,326     4,922      6,861    10,151      8,311
Net cash used in financing activities......     7,852     3,332      2,161     3,449      3,239



- ----------

(a)   Operating profit is a UK GAAP measure of trading performance.  It excludes
      profits  and  losses  on the  sale of  businesses  and  fixed  assets  and
      fundamental restructuring costs, interest expense and taxation.

     BP  determines   operating  profit  on  a  replacement  cost  basis,  which
     eliminates  the effect of inventory  holding gains and losses.  For the oil
     and gas industry, the price of crude oil can vary significantly from period
     to period;  hence the value of crude oil (and products)  also varies.  As a
     consequence,  the  amount  that  would  be  charged  to cost of  sales on a
     first-in,  first-out (FIFO) basis of inventory  valuation would include the
     effect  of oil  price  fluctuations  on oil and  products  inventories.  BP
     therefore  charges cost of sales with the average cost of supplies incurred
     during the period  rather  than the  historical  cost of supplies on a FIFO
     basis. For this purpose, inventories at the beginning and end of the period
     are  valued at the  average  cost of  supplies  incurred  during the period
     rather than at their  historical  cost. These valuations are made quarterly
     by each  business  unit,  based  on local  oil and  product  price  indices
     applicable to their specific  inventory  holdings,  following a methodology
     that has been consistently  applied by BP for many years.  Operating profit
     on the  replacement  cost basis and a  derivative  measure,  that is profit
     adjusted for  depreciation  and  amortization  arising from the fixed asset
     revaluation  adjustment  and goodwill  consequent  upon the ARCO and Burmah
     Castrol acquisitions, and adjusted for special items (non recurring charges
     and credits that are not classified as exceptional under UK GAAP), are used
     by  BP  management  as  the  primary  measures  of  business  unit  trading
     performance and BP management believes that these measures assist investors
     to assess BP's underlying trading performance from period to period.

      Replacement  cost is not a US GAAP  measure.  The  major US oil  companies
      apply the last-in, first-out (LIFO) basis of inventory valuation. The LIFO
      basis is not permitted under UK GAAP. The LIFO basis eliminates the effect
      of price  fluctuations on crude oil and product  inventory except where an
      inventory  drawdown occurs in a period. BP management  believes that where
      inventory  volumes  remain  constant or  increase  in a period,  operating
      profit on the LIFO basis will not differ  materially from operating profit
      on BP's replacement cost basis.

      Where an inventory  drawdown  occurs in a period,  cost of sales on a LIFO
      basis will be charged  with the  historical  cost of the  inventory  drawn
      down,  whereas BP's  replacement  cost basis  charges cost of sales at the
      average cost of supplies for the period. To the extent that the historical
      cost on the  LIFO  basis of the  inventory  drawn  down is lower  than the
      current cost of supplies in the period, operating profit on the LIFO basis
      will be greater than operating  profit on BP's  replacement cost basis. To
      the extent  that the  historical  cost on the LIFO basis of the  inventory
      drawdown  is greater  than the  current  cost of  supplies  in the period,
      operating  profit on the LIFO basis will be lower than operating profit on
      BP's replacement cost basis.

(b)   Replacement  cost profit before  exceptional  items  excludes  profits and
      losses  on the  sale  of  businesses  and  fixed  assets  and  fundamental
      restructuring  costs,  which are  defined by UK GAAP.  This  measure and a
      derivative   measure,   that  is  profit  adjusted  for  depreciation  and
      amortization  arising  from the fixed  asset  revaluation  adjustment  and
      goodwill  consequent  upon the ARCO and Burmah Castrol  acquisitions,  and
      adjusted for special items (non recurring charges and credits that are not
      classified  as  exceptional  under UK  GAAP),  are used by the BP board in
      setting  targets for and  monitoring  performance  within the Group.  BP's
      management  believes these indicators provide the most relevant and useful
      measures for investors  because they most  accurately  reflect  underlying
      trading performance.

                                       6

(c)   With effect from  October 4, 1999 BP split (or  subdivided)  its  ordinary
      share  capital.  As a result,  the number of  Ordinary  Shares held at the
      close of business on Friday October 1, 1999, doubled,  and holders of ADSs
      received a two-for-one stock split.  Comparative  figures for 1996 to 1998
      inclusive have been changed accordingly.

(d)   BP dividends per share  represent  historical  dividends per share paid by
      The British Petroleum Company p.l.c., for 1996 to 1998 inclusive.

(e)   Finance debt due after more than one year, compared with such debt plus BP
      and minority shareholders' interests.

(f)   The net cash inflows from operating activities are presented in accordance
      with the requirements of Financial Reporting Standard No. 1 (Revised 1996)
      issued by the UK Accounting  Standards  Board.  For a cash flow  statement
      prepared on a US GAAP basis see Item 18 --  Financial  Statements  -- Note
      43.

(g)   FASB Statement of Financial  Accounting  Standards No. 128-- 'Earnings per
      Share' (SFAS 128) was adopted for the  accounting  period ending  December
      31, 1997. The amounts for 1996 has been changed accordingly.

(h)   The Group has adopted  Financial  Reporting  Standard  No.12  `Provisions,
      Contingent   Liabilities   and   Contingent   Assets'   with  effect  from
      January1,1999.  Comparative  figures for 1996 to 1998  inclusive have been
      changed accordingly.

Exchange Rates

       The  following  table sets forth,  for the  periods and dates  indicated,
certain  information  concerning  the Noon Buying Rate for the pound in New York
City for cable  transfers  in pounds as  certified  for customs  purposes by the
Federal Reserve Bank of New York. This is expressed in dollars per (pound)1.




                                                    At period end  Average(a)  High   Low
                                                    -------------  -------     ----  ----
Year ended December 31,
                                                                         
1996............................................             1.71     1.57     1.71  1.49
1997............................................             1.63     1.64     1.70  1.58
1998............................................             1.66     1.66     1.72  1.61
1999 ...........................................             1.62     1.61     1.68  1.55
2000 ...........................................             1.50     1.51     1.65  1.40
Month of
September 2000..................................             1.48     1.43     1.48  1.40
October 2000....................................             1.45     1.45     1.47  1.43
November 2000...................................             1.42     1.43     1.45  1.40
December 2000...................................             1.50     1.46     1.50  1.44
January 2001....................................             1.46     1.48     1.50  1.46
February 2001...................................             1.44     1.45     1.48  1.44
March 2001 (through March 30)...................             1.42     1.44     1.47  1.42


- ----------

(a)   The average of the Noon Buying  Rates on the last day of each month during
      the calendar year, or in the case of monthly averages,  the average of all
      days in the month.

(b)   The Noon Buying Rate on March 30, 2001 was $1.42 =(pound)1.

                                       7

Dividends

       BP has paid dividends on its BP ordinary  shares in each year since 1917.
In 2000 and thereafter, dividends were, and are expected to continue to be, paid
quarterly in March, June,  September and December.  Until their shares have been
exchanged  for BP ADSs,  Amoco  and ARCO  shareholders  do not have the right to
receive dividends.

      At least until  December  31,  2003,  BP will  announce  dividends  for BP
ordinary shares in US dollars and state an equivalent pounds sterling  dividend.
Dividends on BP ordinary  shares will be paid in pounds  sterling and on BP ADSs
in US  dollars.  Prior to the  fourth  quarterly  dividend  of 1998 The  British
Petroleum Company p.l.c. announced dividends in sterling. Foreign exchange rates
may affect dividends paid. However,  when setting the dividend the directors are
mindful of dividend fluctuation in sterling terms.

      The following table shows  dividends  announced by the Company per ADS for
each of the past five years,  together with the 'refund' but before deduction of
withholding taxes as described in Item 10 -- Additional Information -- Taxation.
Refund  means  an  amount  equal  to the  tax  credit  available  to  individual
shareholders resident in the UK in respect of such dividend,  less a withholding
tax  equal  to 15% of the  aggregate  of such  tax  credit  and  such  dividend.
Dividends have been translated from pounds per ADS up to and including the third
quarterly  dividend for 1998, and from dollars per ADS for the fourth  quarterly
dividend  of 1998,  at an  exchange  rate in  London  on the  business  day last
preceding  the day when  the  directors  announced  their  intention  to pay the
quarterly dividends for those years.



                                                              Quarterly
                                                  ---------------------------------
Dividends per American Depositary Share (a)(b)     First   Second    Third   Fourth    Total
                                                  ------   ------   ------   ------   ------

                                                                         
1996..........................   UK pence           15.9     18.8     18.8     19.7     73.2
                                 US cents           23.9     28.9     30.9     32.2    115.9
                                 Can. cents         32.6     39.8     41.3     43.5    157.2
1997..........................   UK pence           19.7     20.6     20.7     21.5     82.5
                                 US cents           31.9     33.6     34.6     35.3    135.4
                                 Can. cents         44.1     46.4     48.6     50.5    189.6
1998..........................   UK pence           21.5     22.5     22.5     23.0     89.5
                                 US cents           36.0     36.5     37.5     33.4    143.4
                                 Can. cents         51.4     55.3     57.8     50.0    214.5
1999..........................   UK pence           20.5     20.8     20.2     20.8     82.3
                                 US cents           33.3     33.3     33.3     33.4    133.3
                                 Can. cents         48.7     50.1     48.6     48.5    195.9
2000..........................   UK pence           21.5     22.3     24.0     24.1     91.9
                                 US cents           33.3     33.3     35.0     35.0    136.6
                                 Can. cents         49.7     49.8     53.6     53.2    206.3


- ----------

(a)   With  effect  from  June 6,  1997 the  Company  split  existing  ADSs on a
      two-for-one  basis  so that an ADS is now  equivalent  to six BP  ordinary
      shares. Comparative figures for 1996 have been changed accordingly.

(b)   With effect from  October 4, 1999 BP split (or  subdivided)  its  ordinary
      share capital.  As a result,  the number of BP ordinary shares held at the
      close of business on Friday October 1, 1999, doubled,  and holders of ADSs
      received a two-for-one stock split.  Comparative  figures for 1996 to 1998
      inclusive have been changed accordingly.

      The share dividend plan, whereby holders of BP ordinary shares could elect
to receive new shares (out of unissued share capital)  instead of cash dividends
at a rate equivalent to the sum of the net cash dividend and related tax credit,
was withdrawn following the third quarterly 1998 dividend.

       A dividend  reinvestment  plan was introduced with effect from the fourth
quarterly  1998  dividend,  whereby  holders of BP ordinary  shares can elect to
reinvest the net cash dividend in shares purchased on the London Stock Exchange.
This plan is not  available to any person  resident in the USA or Canada,  or in
any jurisdiction  outside the UK where such an offer requires  compliance by the
Company  with  any   governmental  or  regulatory   procedures  or  any  similar
formalities.

       A dividend  reinvestment plan is, however,  available for holders of ADSs
through Morgan Guaranty Trust Company of New York.

      Future  dividends  will be dependent upon future  earnings,  the financial
condition of the Group,  the Risk Factors set out below, and other matters which
may  affect  the  business  of the  Group  set out in Item 5 --  Operating  and
Financial Review and Prospects.

                                       8

                                  RISK FACTORS

       There is strong competition,  both within the oil industry and with other
industries, in supplying the fuel needs of commerce, industry and the home.

       The oil industry is particularly  subject to regulation and  intervention
by governments  throughout the world in such matters as the award of exploration
and  production  interests,  the  imposition of specific  drilling  obligations,
environmental   protection   controls,   control   over  the   development   and
decommissioning of a field (including restrictions on production) and, possibly,
nationalization, expropriation or cancellation of contract rights.

       The  oil  industry  is also  subject  to the  payment  of  royalties  and
taxation,  which tend to be high compared with those payable in respect of other
commercial activities.

       Exploration  and  production  require high levels of investment  and have
particular economic risks and opportunities. They are subject to natural hazards
and other uncertainties including those relating to the physical characteristics
of an oil or natural gas field.

       Oil prices are  subject to  international  supply and  demand.  Political
developments (especially in the Middle East) and the outcome of meetings of OPEC
can particularly affect world oil supply and oil prices.

       Oil products marketing can be affected by intense competition.

       Refining  profitability can be volatile with both oversupply and periodic
supply tightness in various regional markets.

       Crude oil prices are  generally  set in  dollars  while  sales of refined
products may be in a variety of  currencies.  Fluctuation  in exchange rates can
therefore give rise to foreign exchange exposures.

       Sectors of the  chemicals  industry are also subject to  fluctuations  in
supply and demand within the chemicals market,  with consequent effect on prices
and  profitability,  and to  governmental  regulation and  intervention  in such
matters as safety and environmental controls.

       In addition to the adverse effect on revenues,  margins and profitability
from any future fall in oil and natural  gas prices,  a prolonged  period of low
prices or other  indicators would lead to a review for impairment of the Group's
oil and natural gas properties.  This review would reflect  management's view of
long-term oil and natural gas prices. Such a review could result in a charge for
impairment  which  could have a  significant  effect on the  Group's  results of
operations in the period in which it occurs.


                                       9


                           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. This document contains certain forward-looking  statements
with respect to the financial  condition,  results of operations and business of
BP and certain of the plans and  objectives  of BP with  respect to these items.
These  statements  may  generally,  but not always,  be identified by the use of
words such as  `anticipates'  `should',  `expects',  `estimates',  `believes' or
similar  expressions.  In  particular,   among  other  statements,  (i)  certain
statements  in Item 4 -  Information  on the Company and Item 5 - Operating  and
Financial  Review and Prospects with regard to management  aims and  objectives,
planned expansion, investment or other projects, expected or targeted production
volume, capacity or rate, the date or period in which production is scheduled or
expected to come on stream or a project or action is scheduled or expected to be
completed,  (ii) the  statements  in Item 4 --  Information  on the  Company  --
Strategy and Financial  Targets with respect to the Group's ratio of net debt to
net  debt  plus  equity,  dividend  policy,  the  manner  in  which  we use cash
surpluses, the target to reduce the combined cost structure of the Group, return
on  average  capital  employed,  changes  in  production,  targeted  performance
improvements and effect on pre tax results, and levels of annual investment, and
(iii) the  statements in Item 5 - Operating  and Financial  Review and Prospects
including the  statements  under  `Outlook' with regard to trends in the trading
environment,  oil and gas prices,  refining,  marketing and  chemicals  margins,
inventory and product stock levels, supply capacity,  profitability,  results of
operation, liquidity or financial position are all forward-looking in nature. 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, demand and
pricing; political stability and economic growth in relevant areas of the world;
development and use of new technology and successful partnering;  the actions of
competitors;  natural  disasters and other changes to business  conditions;  and
other  factors  discussed  elsewhere in this report.  In addition to factors set
forth  elsewhere  in this  report,  the factors  set forth  above are  important
factors, although not exhaustive, that may cause actual results and developments
to differ  materially from those  expressed or implied by these  forward-looking
statements.

                   STATEMENTS REGARDING COMPETITIVE POSITION

      Statements made in Item 4 -- Information on the Company, referring to BP's
competitive  position are based on the company's belief,  and in some cases rely
on a range of  sources,  including  investment  analysts'  reports,  independent
market  studies and BP's  internal  assessment of market share based on publicly
available  information  about the financial  results and  performance  of market
participants.



                                       10

ITEM 4 -- INFORMATION ON THE COMPANY

                                     GENERAL

       Unless otherwise indicated, information in this Item reflects 100% of the
assets  and  operations  of  the  Company  and  its   subsidiaries   which  were
consolidated at the date or for the periods indicated,  without the exclusion of
minority  interests.  Also,  unless  otherwise  indicated,  figures for business
turnover include sales between BP businesses.

      BP was created on December 31, 1998 by the merger of Amoco  Corporation of
the USA and The British  Petroleum  Company  p.l.c.  of the UK.  Following  this
merger,  Amoco  Corporation  became a wholly  owned  subsidiary  of The  British
Petroleum Company p.l.c. and was renamed BP Amoco  Corporation,  and The British
Petroleum  Company  p.l.c.  was renamed BP Amoco p.l.c.  Amoco  Corporation  was
incorporated in Indiana,  USA, in 1889 and The British  Petroleum Company p.l.c.
was incorporated in 1909 in England.  On April 14, 2000 we acquired the Atlantic
Richfield Company (ARCO) and on July 7, 2000, we completed our successful tender
offer for Burmah  Castrol plc of England.  To signify the single entity that has
successfully been created through these  combinations,  authority will be sought
at the Annual  General  Meeting in April 2001, to change the name of the company
to BP p.l.c. with effect from May 1,2001.

      BP is one of the  world's  leading  oil  companies  on the basis of market
capitalization  and proved  reserves.  Our worldwide  headquarters is located in
London, UK. Our registered address is:

                                 BP Amoco p.l.c.
                                 Britannic House
                                1 Finsbury Circus
                                 London EC2M 7BA
                                 United Kingdom

                             Tel: +44(0)20 7496 4000

                          Internet address: www.bp.com

Business Overview

       Our main  businesses  are  Exploration  and  Production,  Gas and  Power,
Refining and Marketing,  and Chemicals.  Exploration and Production's activities
include oil and natural gas  exploration  and field  development  and production
(upstream  activities),  together with pipeline  transportation  and natural gas
processing  (midstream  activities).  Gas and Power activities include marketing
and trading of natural  gas,  liquefied  natural gas (LNG),  natural gas liquids
(NGL) and power,  the development of international  opportunities  that monetize
gas resources and involvement in select power projects.  The activities
of Refining and Marketing include oil supply and trading as well as refining and
marketing (downstream  activities).  Chemicals activities include petrochemicals
manufacturing and marketing.  In addition, we have a solar energy business which
is one of the world's largest manufacturers of photovoltaic modules and systems.
The Group  provides high quality  technological  support for all its  businesses
through its research and engineering activities.

       We have well established  operations in Europe,  the USA,  Canada,  South
America,  Australasia and parts of Africa.  More than 70% of the Group's capital
is invested in Organization  for Economic  Cooperation  and  Development  (OECD)
countries  with  approximately  one half of our fixed assets located in the USA,
and about one third located in the UK and the Rest of Europe.

       We believe  that BP has a strong  portfolio of assets in each of its four
main businesses:

- --    In Exploration  and Production in the USA we have  established  production
      bases in oil in Alaska and in oil and  natural  gas in the Gulf of Mexico,
      and extensive  natural gas  production in the Lower 48 States.  We are the
      largest  producer of both oil and natural gas from UK fields,  and we have
      significant  exploration  or production  operations in several other areas
      including Latin America, the Caspian Sea region and Africa.

- --    In Gas and Power,  which has been  reported as a separate  business  since
      January 1, 2000,  we have  established  and growing  marketing and trading
      businesses  in North  America  (USA and  Canada),  the UK and Europe.  Our
      marketing  and trading  activities  include gas,  LNG, NGL and power.  Our
      international gas monetization  activities are focused on emerging markets
      such as Asia Pacific. We are involved in power projects in the USA, UK and
      Spain.  Effective  January 1, 2001,  BP's North  American NGL business was
      transferred from Refining and Marketing to Gas and Power.


                                       11



- --    In Refining and Marketing we have a strong  presence in the USA. We market
      under the Amoco and BP brands in the Midwest,  East,  and  Southeast,  and
      under the ARCO brand on the West Coast.  In Europe we have a strong retail
      position and  increased  our  presence in 2000 by buying out  ExxonMobil's
      interest in the BP/Mobil  European fuels  business.  In 2000, we purchased
      Burmah Castrol,  which significantly  increased our lubricants  activities
      throughout  the world.  In  addition  we have  established  or are growing
      businesses elsewhere in the world under the BP brand.

- --    In Chemicals we have a strong  manufacturing and marketing base in the USA
      and Europe,  and are aiming to grow in the Asia  Pacific  region  where we
      already have  interests in a number of  production  facilities.  We have a
      strong position in the technology and production of olefins and derivative
      products  (polyethylene,  acetic  acid  and  acrylonitrile),  as well as a
      leading   position  in  aromatics  and   derivative   products   (purified
      terephthalic acid, paraxylene and metaxylene) and expect to strengthen our
      polymers  market  position  during  2001  through our  proposed  deal with
      Solvay.

      On April 13, 2000 BP and ARCO announced  that they had received  clearance
from the US  Federal  Trade  Commission  (FTC)  for the  combination  of the two
companies and the  combination  was completed on April 18, 2000. The combination
has been accounted for as an  acquisition  under UK GAAP and as a purchase under
US GAAP. The results of ARCO have been included with effect from April 14, 2000,
the day  following  the  approval  by the US  Federal  Trade  Commission  of the
acquisition. ARCO stockholders received for each share of ARCO common stock held
as of April 17, 2000, 9.84 BP ordinary shares. Such shares were delivered in the
form of BP ADSs,  or at the  election  of the holder of ARCO  common  stock,  BP
ordinary shares.

      On March 15,  2000 ARCO  entered  into an  agreement  to sell its  Alaskan
businesses to Phillips  Petroleum  Company  (Phillips)  for  approximately  $6.5
billion cash subject to purchase price adjustments (and up to an additional $500
million based on the prices  realized on  production  subsequent to December 31,
1999).  Under the agreement ARCO agreed to sell all of the outstanding shares of
ARCO Alaska Inc.,  together  with  certain  other  subsidiaries  of ARCO engaged
principally  in the operation of ARCO's Alaskan  businesses,  along with certain
pipeline and marine assets  associated  with the transport of Alaskan crude oil.
The major portion of the sale closed on April 26, 2000.

      BP acquired Burmah Castrol on July 7, 2000 for $4.8 billion through a cash
offer to shareholders of (pound)16.75  per share.  The public share price on the
date of  announcement,  March 10, 2000,  was  (pound)9.65.  Burmah  Castrol is a
global  marketer of  specialised  lubricant and chemical  products and services.
Burmah  Castrol had  operations  in over 50 countries  and employed  some 18,000
people.  We have  announced our intention to sell the Burmah  Castrol  chemicals
business.

      In December 1999, we agreed with ExxonMobil on the principles  under which
the  BP/Mobil  European  joint  venture  would be  dissolved  in response to the
conditions  of the European  Commission's  authorization  of the Exxon and Mobil
merger. Under the agreement BP purchased  ExxonMobil's 30% interest in the fuels
business for $1.5 billion with effect from August 1, 2000. In addition,  the two
companies  divided the assets of the  lubricants  business  broadly in line with
their equity stakes (Mobil 51%,  BP 49%).  This  dissolution  was  substantially
completed in 2000, thus increasing BP's share of all European  markets where the
fuels joint venture was active.

      On September 15, 2000 we acquired through ARCO, the common stock of Vastar
held  by  minority  shareholders  at a  price  of  $83  per  share  for a  total
consideration  of  $1.6  billion.   The  public  share  price  on  the  date  of
announcement,  March  16,  2000,  was $71 7/16.  Vastar  became a  wholly  owned
subsidiary of the Company.

      During 2000 BP made two strategic investments in China, one of the world's
fastest growing  economies.  BP invested $416 million in the China Petroleum and
Chemical  Corporation  (Sinopec)  and $578 million in  PetroChina in the initial
public  offerings of both  companies.  BP has a 2.2%  interest in each  company.
Separately,  BP announced plans to form joint ventures with both  companies:  in
natural gas  marketing  and fuels  retailing  with  PetroChina  and in fuels and
petroleum products marketing and chemicals with Sinopec.  PetroChina and Sinopec
are two of China's major companies in the oil and chemicals businesses.

Strategy and Financial Targets

       Following  completion of the merger  between BP and Amoco on December 31,
1998 and in the context of low oil prices at the time,  BP undertook a strategic
and portfolio review in early 1999. This was completed in the Spring of 1999 and
resulted,  among  other  things,  in  the  development  of an  asset  divestment
programme.  The guiding  principle of the strategic and portfolio  review was to
concentrate  the combined  Group's  operations on areas of competitive  strength
and, in the upstream portfolio, to dispose of assets which would not be robustly
economic on the basis of conservative  assumptions  about future oil and natural
gas prices. Divestitures under this programme continued in 2000.



                                       12

      Our new  strategy  has  evolved  from this review and its  principles.  In
Exploration and Production our goal is to have significant  shares of the larger
oil and natural gas fields where our supply costs can be fully  competitive with
all  other  producers.  Our new  business  -- Gas and  Power -- is  specifically
designed to extend our interests as the mix of world energy  consumption  shifts
in favour of natural gas. In Refining  and  Marketing we intend to invest in the
marketing areas which are growing,  such as China and Poland, while focusing our
refining on advantaged  areas. In Chemicals we are continuing to establish a set
of advantaged sites distinguished by excellence in manufacturing and close links
to both the supply of resources and evolving demand growth.

      Our  financial  framework  is to  maintain a ratio of net debt to net debt
plus equity,  after adjusting equity for the fixed asset revaluation  adjustment
and goodwill consequent upon the ARCO and Burmah Castrol acquisitions, of around
20-30% and a dividend policy which aims to return to shareholders  around 50% of
our replacement cost profit before exceptional items after adjusting for special
items and acquisition  amortization,  adjusted to mid-cycle business conditions.
Special items are  non-recurring  charges and credits that are not classified as
exceptional items under UK GAAP. Acquisition amortization refers to depreciation
relating to the fixed asset revaluation  adjustment and amortization of goodwill
consequent upon the ARCO and Burmah Castrol  acquisitions.  Mid-cycle conditions
are our best estimate of likely  average  prices and margins over the long term.
If  circumstances  give us a larger surplus it is anticipated  that cash will be
used to pay down  debt  towards  the lower end of our  gearing  range  and/or be
returned to shareholders.

       In July 1999,  we announced  targets which we aimed to achieve by the end
of 2001.  These  excluded  any impact from the  acquisitions  of ARCO and Burmah
Castrol, which were completed in 2000.

       Following  completion of these acquisitions,  in July 2000 we revised our
2001  targets  to reflect  the  enlarged  Group.  The  principal  impact of this
revision was on our target to reduce the combined cost structure of the enlarged
Group. The revised target is as follows:


                                                        Revised target
                                                             1998-2001
                                                          ------------
                                                            ($ billion)
                                                                
BP -- original target .............................                4.0
ARCO (including ARCO savings pre acquisition)......                1.5
Burmah Castrol.....................................                0.3
                                                                 -----
Total target savings...............................                5.8
                                                                 =====
Delivered by end of 2000...........................                4.9
                                                                 -----


      After  adjusting for special items and  acquisition  amortization  and the
fixed asset  revaluation  adjustment and goodwill  consequent  upon the ARCO and
Burmah  Castrol  acquisitions,  the return on average  capital  employed in 2000
shows a five percentage  point increase over our 1998 base-line  return,  on the
basis of constant 1998 trading conditions. This compares with an original target
for BP alone of a five percentage  point increase over our 1998 base-line return
at mid-cycle business conditions have been achieved by the end of 2001.

       In February  2001,  we announced  further  specific  targets for 2001 and
future years.  Performance  improvements,  which  include cost  savings,  volume
growth and  portfolio  changes,  are  expected  to  increase  pre tax results on
mid-cycle  basis,  adjusted for acquisition  amortization  and special items, by
$2.0 billion in 2001 and, additionally, by $1.4 billion thereafter.

      We are targeting  annual  investment in the $12-13  billion range over the
period 2001-2003.  This is consistent with historic levels of investment for the
enlarged group. By focusing on the better investment  opportunities,  this level
of expenditure  will permit growth  investment in Exploration  and Production to
enable the  business to achieve  targeted  production  growth of at least 5.5% a
year over the next five years (against a 2000 baseline).

      We expect to  achieve  the  original  1999-2001  divestment  target of $10
billion  proceeds by end-2001.  This  excludes the  FTC-mandated  divestment  of
ARCO's Alaskan interests and certain other assets.


                                       13

     The following table summarizes the Group's turnover,  results and capital
expenditure for the last five years and total assets at the end of each of those
years.



                                                            Years ended December 31, (a)
                                                  -----------------------------------------------
                                                   2000      1999       1998      1997       1996
                                                  -----     -----      -----     -----      -----
                                                                     ($ million)
                                                                            
Turnover....................................    161,826   101,180      83,732   108,564    102,064
Less: joint ventures........................     13,764    17,614      15,428    16,804         --
                                                 ------    ------      ------    ------     ------
Group turnover (sales to third parties).....    148,062    83,566      68,304    91,760    102,064
Total replacement cost operating profit.....     17,756     8,894       6,521    10,683     10,634
Profit for the year*........................     11,870     5,008       3,220     5,673      7,417
Capital expenditure and acquisitions........     47,613(a)  7,345(b)   10,362    11,420     10,288
Total assets................................    143,938    89,561      84,915    86,279     88,651


- --------
* After minority shareholders' interest

(a)   Capital expenditure and acquisitions for 2000 includes $27,506 million for
      the acquisition of ARCO and $8,936 million for other  significant  one-off
      cash investments, the details of which can be found in Item 5 -- Operating
      and Financial Review and Prospects -- Group Results.

(b)   Capital  expenditure and acquisitions in 1999 reflected reduced investment
      following the merger of BP and Amoco.

      All capital expenditure and acquisitions have been financed from cash flow
from operations, disposal proceeds and external financing.

      Information  for 2000,  1999 and 1998  concerning  the  profits and assets
attributable to the businesses and to the geographical  areas in which the Group
operates is set forth in Item 18 -- Financial Statements -- Note 44.

       The following  table shows our production for the last five years and the
estimated proved oil and gas reserves at the end of each of those years.



                                                            Years ended December 31, (a)
                                                  -----------------------------------------------
                                                   2000      1999       1998      1997       1996
                                                  -----     -----      -----     -----      -----
                                                                            
Total crude oil production (thousand
  barrels per day) (a)........................      1,928     2,061      2,049     1,930      1,903
Total natural gas production (million
  cubic feet per day) (a).....................      7,609     6,067      5,808     5,858      5,917
Total estimated net proved crude oil
  reserves (million barrels) (b)..............      6,508     6,535      7,304     7,612      7,325
Total estimated net proved natural gas
  reserves (billion cubic feet) (b)...........     41,100    33,802     31,001    30,374     30,349


- ----------

(a)   Includes BP's share of equity-accounted entities.

(b)   Net  proved  reserves  of crude oil and  natural  gas  exclude  production
      royalties due to others and reserves of equity-accounted entities.

      During  2000,  1,783  million  barrels of oil and  natural  gas, on an oil
equivalent*  basis  (mmboe),  were  added  to BP's  proved  reserves  (excluding
purchases,  sales and equity accounted entities), more than replacing the volume
produced.  In addition there were substantial volume movements  corresponding to
acquisitions and disposals.  The acquisition of ARCO resulted in the addition of
approximately  2,400 mmboe of proved oil and gas reserves  offset by  disposals,
primarily  Altura,  which  resulted in a reduction  of over 1,500  mmboe.  After
allowing for production which amounted to 1,095 mmboe and purchases net of sales
totalling  544 mmboe,  BP's proved  reserves  increased to 13,594  mmboe.  These
proved  reserves are mainly located in the USA (42%),  the UK (17%) and Trinidad
and Tobago (16%).










- ----------
* Natural gas is  converted  to oil  equivalent  at 5.8  billion  cubic feet =
1 million barrels.

                                       14

                              SEGMENTAL INFORMATION

       The  following  tables  show  turnover  and  replacement  cost  profit by
business and by  geographical  area, for the years ended December 31, 2000, 1999
and 1998.



                                                                      Years ended December 31,
                                  -------------------------------------------------------------------------------------------
Turnover (a)                                     2000                           1999                           1998
                                  -----------------------------   -----------------------------  ----------------------------

                                                Sales  Sales to                Sales  Sales to                Sales  Sales to
                                   Total      between     third   Total      between     third   Total      between     third
                                   sales   businesses   parties   sales   businesses   parties   sales   businesses   parties
                                   -----   ----------  --------   -----   ----------  --------   -----   ----------  --------
                                                                                             
                                           ($ million)                    ($ million)                    ($ million)
By business
Exploration and Production......  30,942       16,787    14,155  19,133       10,063     9,070  16,080        8,664     7,416
Gas and Power...................  16,081          346    15,735   5,323          444     4,879   4,800           --     4,800
Refining and Marketing.......... 112,815        5,923   106,892  62,893        2,524    60,369  48,437        1,812    46,625
Chemicals.......................  11,247          216    11,031   9,392          342     9,050   9,691          379     9,312
Other businesses and corporate..     249           --       249     198           --       198     199           48       151
                                  ------       ------    ------  ------       ------    ------  ------       ------    ------
Group turnover.................. 171,334       23,272   148,062  96,939       13,373    83,566  79,207       10,903    68,304
Share of joint venture sales     ======        ======   13,764   ======       ======    17,614  ======       ======    15,428
                                                         ------                         ------                         ------
                                                        161,826                        101,180                         83,732
                                                         ======                         ======                         ======
By geographical area
UK (b).........................   50,400       15,970    34,430  30,223        4,406    25,817  22,510        2,848    19,622
Rest of Europe.................   21,553        2,911    18,642   5,973          641     5,332   5,823          700     5,123
USA............................   72,884        2,629    70,255  38,786        1,381    37,405  33,160        1,215    31,945
Rest of World..................   31,014        6,279    24,735  19,465        4,453    15,012  14,032        2,458    11,574
                                  ------       ------    ------  ------       ------    ------  ------       ------    ------
                                 175,851       27,789   148,062  94,447       10,881    83,566  75,525        7,221    68,304
                                  ======       ======    ======  ======       ======    ======  ======       ======    ======
Share of joint venture sales
UK.............................                           3,314                          3,988                          3,467
Rest of Europe.................                          12,316                         16,114                         14,186
USA............................                             270                            155                             43
Rest of World..................                             686                            342                            305
                                                         ------                         ------                         ------
                                                         16,586                         20,599                         18,001
Sales between areas                                       2,822                          2,985                          2,573
                                                         ------                         ------                         ------
                                                         13,764                         17,614                         15,428
                                                         ======                         ======                         ======


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

(a)   Turnover  to third  parties  is stated by origin  which is not  materially
      different from turnover by destination.  Transfers between Group companies
      are made at market prices taking into account the volumes involved.

(b)   UK area  includes the UK-based  international  activities  of Refining and
      Marketing.


                                       15




                                            Group                                       Total                 Replacement
                                      replacement                                 replacement                 cost profit
                                             cost                                        cost                      before
                                        operating           Joint       Associated  operating  Exceptional       interest
Analysis of replacement cost profit        profit(a)     ventures     undertakings     profit(a)     items(b)     and tax
                                      -----------        --------     ------------ ----------  -----------     ----------
                                                                                           
                                                                        ($ million)
Year ended December 31, 2000
By business
Exploration and Production..........       13,399             384              229     14,012          119         14,131
Gas and Power.......................           24              --              162        186           --            186
Refining and Marketing..............        3,309             433              166      3,908           99          4,007
Chemicals...........................          576              (9)             193        760         (212)           548
Other businesses and corporate......       (1,152)             --               42     (1,110)         214           (896)
                                           ------          ------           ------     ------       ------         ------
                                           16,156             808              792     17,756          220         17,976
                                           ======          ======           ======     ======       ======         ======
By geographical area
UK (c)..............................        3,629             106               38      3,773           12          3,785
Rest of Europe......................        1,488             264              261      2,013          (19)         1,994
USA.................................        7,006              44              246      7,296          459          7,755
Rest of World.......................        4,033             394              247      4,674         (232)         4,442
                                           ------          ------           ------     ------       ------         ------
                                           16,156             808              792     17,756          220         17,976
                                           ======          ======           ======     ======       ======         ======
Year ended December 31, 1999
By business
Exploration and Production..........        6,686             175              122      6,983       (1,111)         5,872
Gas and Power.......................           32              --              179        211           14            225
Refining and Marketing..............        1,337             380              123      1,840         (334)         1,506
Chemicals...........................          561              --              125        686         (257)           429
Other businesses and corporate......         (880)             --               54       (826)        (592)        (1,418)
                                           ------          ------           ------     ------       ------         ------
                                            7,736             555              603      8,894       (2,280)         6,614
                                           ======          ======           ======     ======       ======         ======
By geographical area
UK (c)..............................        2,063              (1)              49      2,111         (237)         1,874
Rest of Europe......................          548             381              238      1,167         (258)           909
USA.................................        2,803              13              185      3,001         (983)         2,018
Rest of World.......................        2,322             162              131      2,615         (802)         1,813
                                           ------          ------           ------     ------       ------         ------
                                            7,736             555              603      8,894       (2,280)         6,614
                                           ======          ======           ======     ======       ======         ======
Year ended December 31, 1998
By business
Exploration and Production..........        3,086              65               22      3,173          380          3,553
Gas and Power.......................          (99)             --              157         58           16             74
Refining and Marketing..............        1,712             760               92      2,564          394          2,958
Chemicals...........................          950              --              150      1,100           43          1,143
Other businesses and corporate......         (475)             --              101       (374)          17           (357)
                                           ------          ------           ------     ------       ------         ------
                                            5,174             825              522      6,521          850          7,371
                                           ======          ======           ======     ======       ======         ======
By geographical area
UK (c)..............................        1,796             127                8      1,931          (39)         1,892
Rest of Europe......................          345             633              271      1,249          106          1,355
USA.................................        2,506              31               94      2,631          511          3,142
Rest of World.......................          527              34              149        710          272            982
                                           ------          ------           ------     ------       ------         ------
                                            5,174             825              522      6,521          850          7,371
                                           ======          ======           ======     ======       ======         ======

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

(a)   Replacement cost operating  profit is before  inventory  holding gains and
      losses  and  interest  expense,  which is  attributable  to the  corporate
      function.  Transfers  between  Group  companies  are made at market prices
      taking into account the volumes involved.

(b)   Exceptional  items  comprise  profit or loss on the sale of businesses and
      fixed  assets and  termination  of  operations  and in  addition  for 1999
      include restructuring costs.

(c)   UK area  includes the UK-based  international  activities  of Refining and
      Marketing.

                                       16



                           EXPLORATION AND PRODUCTION

      The activities of our Exploration and Production  business include oil and
natural gas  exploration  and field  development  and production -- the upstream
activities  -- as well as the  management  of crude oil and natural gas pipeline
assets and liquefied  natural gas (LNG)  processing  facilities -- the midstream
activities.  In addition to these activities, we also operate oil and gas export
terminals and processing plants. We have Exploration and Production interests in
29 countries, with the main concentration in the USA and in the UK sector of the
North Sea.  Production during 2000 came from 23 countries.  Our most significant
midstream  activities are in three major  pipelines -- the Trans Alaska Pipeline
System (BP 50%), the Forties  Pipeline  System in the UK sector of the North Sea
(BP 100%) and the Central Area Transmission System pipeline (BP 29.5%) in the UK
sector of the North Sea -- and three major LNG plants -- the  Atlantic LNG plant
in Trinidad (BP 34%), in Indonesia  through the joint venture  operating company
Virginia Indonesia Co. (VICO) (BP 50%) and in Australia through our share of LNG
from the North West Shelf natural gas development (BP 16.7%).



                                                                 Years ended December 31,
                                                               --------------------------
                                                                2000      1999       1998
                                                               -----     -----      -----
                                                                      ($ million)
                                                                          
Turnover (a).............................................     30,942    19,133     16,080
Total replacement cost operating profit..................     14,012     6,983      3,173
Total assets.............................................     65,904    44,967     46,194
Capital expenditure and acquisitions.....................      6,383     4,194      6,223
                                                                      ($ per barrel)
Average BP oil realizations..............................      26.63     16.74      12.06
Average West Texas Intermediate oil price................      30.38     19.33      14.38
Average Brent oil price..................................      28.44     17.94      12.73
                                                                ($ per thousand cubic feet)
Average BP US natural gas realizations...................       3.72      2.06       1.82
Average Henry Hub gas price (b)..........................       3.90      2.27       2.20


- ----------

(a)   Excludes  BP's share of joint  venture  turnover of $585  million in 2000,
      $497 million in 1999 and $348 million in 1998.

(b)   Henry Hub First of Month Index.

      2000  has  been a  year  of  major  portfolio  enhancements  for  BP.  The
acquisition of ARCO has  significantly  strengthened our natural gas position in
the Lower 48 States in the US and  south  east Asia and  provides  complementary
positions  in the  Permian  basin in the Lower 48  States,  the UK sector of the
North Sea, Venezuela and China. There has been significant  repositioning of the
portfolio  in line with  expected  growth  in global  demand  for  natural  gas.
Following the merger of BP and Amoco and the acquisition of ARCO, natural gas as
a percentage of the BP portfolio has grown from 33% of total  production in 1998
to 40% in 2000.  Much of our  natural  gas focus will be based  around the large
established North American and the growing Far East markets.

      Our  Exploration  and  Production  strategy  since  1998 is  focused  upon
integration  and  driving   efficiencies   into  the  business.   Following  the
consolidation  period  after the merger of BP and Amoco and the  acquisition  of
ARCO,  we  are  now   repositioned   for  volume  growth  and  further  improved
efficiencies.  We plan to do this by sustaining our base  resources,  maximizing
the value  from our  existing  assets  and  growing  through  exploring  for and
developing new basins such as Gulf of Mexico deepwater. In line with this growth
plan, capital  expenditure in 2001 is expected to increase 24% from 2000 to $7.9
billion.  Approximately  46% of this spending will be focused in North  America,
13% in the UK, 11% in Latin America and 30% in the rest of the world.

       Sustaining  our base resources and maximizing the value from our existing
assets includes the following actions:

- --   We seek  opportunities  for  profitable  growth  in both the  upstream  and
     midstream activities,  that are sustainable in the context of a fluctuating
     oil and natural gas price  environment.  This  includes  the use of decline
     management and enhanced  recovery  technologies  to mitigate volume decline
     and increase  recoveries in mature  fields.  It also includes  investing in
     midstream activities which are relatively unaffected by oil and natural gas
     price  movements,  and using our  pipeline  infrastructure  and natural gas
     facilities to secure  additional  revenue by  transporting  and  processing
     volumes owned by other companies.


                                       17

- --    An example of maximizing  the value  realized from our existing  assets is
      our North American gas growth strategy (which includes Canada but excludes
      Gulf of Mexico  deepwater).  This strategy  reflects BP's plan to grow our
      natural  gas  volumes  at  greater  than  2% per  annum.  Supporting  this
      strategy,  we increased the 2000 development  capital  programme from $331
      million  in 1999 to  $1,232  million  in  2000.  Activities  driving  this
      increased  capital  included the  commencement  of multi-year  development
      drilling programmes which will add more than 600 wells in southern Wyoming
      and more than 350 wells in  Colorado  and New Mexico over the next five to
      seven  years.  Additionally,  2000 saw rig counts more than double in both
      the Gulf of  Mexico  shelf to 12 rigs and  Oklahoma's  Arkoma  Basin to 13
      rigs.  In  Canada,   capital   spending  in  2000  increased  our  reserve
      replacement  to 109% and ensured a  significant  land position in areas of
      new tight gas and  coalbed  methane  trends,  where we expect to apply our
      exploration and production expertise from the San Juan basin. We saw first
      evidence  of  the   implementation  of  this  strategy,   after  portfolio
      adjustments,  as gas  production in the fourth  quarter of 2000 grew by 2%
      relative to the third quarter.

- --    We actively manage existing  producing  assets to maintain and improve the
      net income and  operating  cash flow realized from our oil and natural gas
      production.  In  addition,  we strive to reduce the cost and  improve  the
      efficiency  of new  investment  projects.  Significant  savings  have been
      achieved by developing closer relationships with partners, contractors and
      suppliers, and by agreeing with these parties common incentives to improve
      productivity.   We  also  link  internal  compensation  to  operating  and
      investment  efficiency,  within  the  parameters  of BP  policies  towards
      health, safety and the environment.

- --    Following the merger between BP and Amoco and the  acquisition of ARCO and
      the Vastar  minority  interest,  we have been able to  capitalize  on cost
      reduction  opportunities where we had parallel operations,  and have drawn
      on the best practices and experience of these four successful companies to
      extract   further   efficiencies   from  our   operations  and  investment
      programmes.  Since 1998 we have achieved  $2.6 billion of cost  reductions
      representing around 80% of the total target.

- --    As well as delivering these cost synergies associated with the integration
      of BP, Amoco,  ARCO and Vastar we continue to drive  improvements into our
      unit costs.  Unit  production  costs  (often  referred to as unit  lifting
      costs) have  decreased by 20% since 1998 to $2.50/boe in 2000.  We plan to
      reduce unit production costs as we bring new developments on stream, which
      have lower unit production costs achieved through scale and/or application
      of advanced  technologies.  In  addition  we  continue to achieve  further
      efficiencies  in our existing  asset base.  On the  investment  side,  our
      finding  and  development  cost/boe  has  decreased  by 30% since  1998 to
      $3.29/boe, below our $3.50/boe ceiling set in 2000.

      The second  element  of our  Exploration  and  Production  strategy  is to
provide growth for the future by exploring for and developing new basins.  We do
this  through  focused  exploration  and  selective   development  activity,  as
described below:

- --    Our highly focused  exploration  programme has two strategy elements.  The
      first focuses on areas of the world that have been relatively  unexplored,
      where we  believe  substantial  volumes of low cost,  high value  reserves
      remain to be found.  The second  element is highly  selective  exploration
      around our existing  fields and  infrastructure.  Our  principal  areas of
      activity  include Angola,  Australia,  Canada,  Egypt, the Faeroe Islands,
      Kazakhstan,  Norway,  Trinidad  and  Tobago  and the  USA.  Our Red  Mango
      discovery in Trinidad and Tobago,  is one recent  successful result of our
      exploration  growth  strategy.

- --    BP's  deepwater  position  in the Gulf of Mexico  and  Angola  will  allow
      delivery of both near-term and continuing  production  growth.  In 2001 we
      expect to begin production from Girassol in Angola as well as from Crosby,
      Nile and Mica in the Gulf of Mexico.  In 2002 and 2003,  production in our
      Gulf of Mexico  Princess,  Nakika,  Horn  Mountain,  King and King's  Peak
      fields is expected to start. In the subsequent years the large BP-operated
      fields commence production,  including Crazy Horse,  Holstein, Mad Dog and
      Atlantis  in the  Gulf  of  Mexico  and  Plutonio  in  Angola.  As the oil
      industry's  largest  lease  holder in the Gulf of Mexico,  BP is poised to
      deliver this year-on-year production growth well into the next decade. The
      strength of our portfolio, derived from our deepwater exploration success,
      is coupled with  contracting  strategies  with  suppliers  that reduce our
      costs and secure our access to drilling rigs and fabrication facilities.

- --    In pursuit of the development of our upstream gas holdings in Trinidad, BP
      gained shareholder and government approval, in the fourth quarter of 2000,
      to expand the existing single train  liquefied  natural gas plant operated
      by Atlantic  LNG, in which we hold a 34% interest,  by an  additional  two
      trains.  BP has a minimum 38%  interest in the second and third trains and
      will  supply  50% of the gas for the  second  train  and 75% for the third
      train.


                                       18

      We  continue to upgrade  the  quality of our asset  portfolio  by focusing
investments in core areas (where we have either critical mass and/or significant
competitive position) and disposing of non-strategic assets through asset swaps,
purchases and sales. Since January 2000 examples of portfolio upgrading include:

- --    In April 2000,  we divested our non-core  interest in Altura Energy Ltd (a
      Permian  basin oil and gas  production  joint  venture with Shell),  for a
      total amount for BP and Shell together of $3.6 billion (BP 64%).

- --    In April 2000,  BP and its partners  finalized an agreement to align their
      Alaskan  interests  and  thereby  optimize  operations.  In  return  for a
      reduction in its share of liquids production,  BP achieved a significantly
      strengthened  gas  position  (increased  equity  in gas cap from  13.8% to
      26.5%) and  immediate  cost  savings  through its single  operatorship  of
      Prudhoe Bay.

- --    In September  2000,  BP announced  the  completion  of the purchase of the
      publicly held minority interest in Vastar.  This made possible the capture
      of significant  synergies with BP's existing Lower 48 States gas business.
      BP had acquired 81.8% of Vastar through the ARCO acquisition.

- --    In October 2000,  Repsol-YPF acquired a 10% minority  shareholder interest
      in BP Trinidad and Tobago Limited Liability Company (LLC). The transaction
      with Repsol has  created a new  platform  for BP's  future gas  production
      growth  in  Trinidad  by  giving  us  access  to gas  markets  and  growth
      opportunities in Spain.

- --    In January 2001, BP successfully monetized its 7% stake in the Russian oil
      company Lukoil,  through a combined ADR placement  (proceeds $237 million)
      and  exchangeable  bond offering  (proceeds $420 million).  This stake was
      obtained through the acquisition of ARCO.

Upstream Activities

Exploration

       The Group  explores  for and  produces  oil and  natural gas under a wide
range of licensing,  joint venture and other contractual  agreements.  We may do
this alone or, more frequently,  with partners.  BP acts as operator for many of
these ventures.

      The Group's worldwide capital  expenditure on exploration and appraisal in
2000 was $1,295 million,  an increase of $447 million or 53% compared with 1999,
as we incorporated the ARCO  exploration  assets into the BP portfolio and as we
appraised the significant discoveries made during 1999. In 2000, we participated
in 142 gross (65.1 net)  exploration  and appraisal  wells in 21 countries.  The
principal  areas of activity  were Angola,  Australia,  Canada,  Egypt,  Norway,
Trinidad and the USA.

       In 2000,  we obtained  upstream  rights in several new tracts,  which are
expected  to provide a  foundation  for  continued  exploration  success.  These
include the following:

- --    In Norway we were  successful in the 16th Licence Round and were awarded 5
      licences (12 blocks) including 4 licences as operator. Equity interests in
      the awarded blocks range from 25% to 100%.

- --    In the Faeroes first Licence Round we were awarded all our priority blocks
      on a 100% equity basis.

- --    In Canada we acquired a 50% interest in Parcel 6 offshore  deepwater  Nova
      Scotia.

      In addition,  during 2000 we  continued  to shape and focus our  portfolio
following the ARCO acquisition by exiting Greece,  Ireland,  Italy, Peru and the
Philippines  and  relinquishing   certain  exploration  interests  in  Colombia,
Denmark, Norway, Turkey and the UK.

      We have announced significant discoveries in Angola, Australia,  Trinidad,
Egypt,  Kazakhstan,  Norway and the USA. In most cases,  reserve  bookings  from
these  fields  will depend on the results of ongoing  technical  and  commercial
evaluations,  including  appraisal  drilling.  These  discoveries  included  the
following:

- --    In the  deepwater  US  Gulf of  Mexico  we  announced  a  significant  new
      discovery at Crazy Horse North (BP 75% and operator), which is adjacent to
      Crazy Horse, discovered in 1999.

- --    In Trinidad we made two discoveries as operator,  Manikin (BP 70%) and Red
      Mango (BP 100%).

                                       19

- --    In Angola, we were involved in nine discoveries:  Galio,  Paladio,  Cronia
      and Cobalto in Block 18 (BP 50% and operator),  Mondo, Saxi and Batuque in
      Block 15 (BP 26.7%), and Perpetua and Jasmim in Block 17 (BP 16.7%).

- --    In Norway we announced the Snadd discovery (BP 30% and operator).

- --    In  Australia,  we  participated  in the  Maenad and  Urania  natural  gas
      discoveries  (licence  WA-267-P,  BP 12.5%),  which lie  approximately 200
      kilometres west of our LNG facilities.

- --    In Egypt,  in the Nile Delta we made two natural gas  discoveries,  Taurus
      and Taalab (BP 50%).

Reserves and Production

       We annually review our total reserves of crude oil,  condensate,  natural
gas liquids and natural gas to take account of production,  field reassessments,
the application of improved  recovery  techniques,  the addition of new reserves
from  discoveries  and  economic  factors.  We also conduct  selective  periodic
reserve reviews for individual fields.

       Details of our net proved reserves of crude oil, condensate,  natural gas
liquids and  natural  gas at December  31,  2000,  1999,  and 1998 and  reserves
changes for each of the three years then ended are set out in the  Supplementary
Oil and Gas Information section in Item 18 -- Financial Statements.

      Total  hydrocarbon  proved  reserves,  on  an  oil  equivalent  basis  and
excluding  equity-accounted  entities,  comprised  13,594 million barrels of oil
equivalent  (mmboe) at December 31, 2000, an increase of 10% versus December 31,
1999.  Natural gas represents about 50% of these reserves.  Reserve  replacement
through  extensions,  discoveries,  revisions  and  improved  recovery  exceeded
production for the seventh consecutive year with a ratio of 163%.

       In 2000,  total  additions  to the  Group's  proved  reserves  (excluding
purchases  and sales and equity  accounted  entities)  amounted to 1,783  mmboe:
1,064 mmboe through extensions to existing fields and discoveries of new fields,
and the  remaining  719 mmboe  through  revisions to previous  estimates and the
application of improved  recovery  techniques.  The principal  reserve additions
were in Algeria, Trinidad, the UK and US Gulf of Mexico as follows:

- --    In the Gulf of  Mexico we added  over 350  mmboe of oil and gas  reserves,
      mainly  from the  approval of new field  developments  at  Holstein,  Horn
      Mountain, Nakika and King's Peak.

- --    In  Trinidad  and Tobago,  we added  about 1 trillion  cubic feet (tcf) of
      natural  gas from El Diablo  and North East  Queen's  Beach as part of the
      volumes to feed the sanctioned second and third trains of the Atlantic LNG
      plant.

- --    In the UK  Continental  Shelf,  we added  almost  200 mmboe of oil and gas
      reserves,  predominantly  from improved  recovery projects in Foinaven and
      Magnus.

- --    In Algeria we added over 250 mmboe of oil and gas  reserves  from  several
      fields  following  approval  of the In Salah gas project and the In Amenas
      gas condensate project.

      In addition to the above changes,  there were substantial volume movements
corresponding to acquisitions and disposals. The acquisition of ARCO resulted in
the addition of approximately  2,400 mmboe of proved oil and gas reserves offset
by disposals,  primarily of our common  interest in Altura,  which resulted in a
reduction of over 1,500 mmboe.

       Our total hydrocarbon  production (including  equity-accounted  entities)
during 2000 averaged 3,240 thousand  barrels of oil equivalent per day (mboe/d),
an increase of 133 mboe/d, or 4.3% compared with 1999, as production declines in
mature fields were more than offset by  acquisitions,  production  start-ups and
build-ups to full production. About 39% of our production was in the USA and 25%
in the UK.




                                       20



       The  following  tables show BP's  production  by major  field  (asterisks
denote  fields  operated  by BP) for the  three  years  1998 to  2000,  and BP's
aggregate estimated net proved reserves as at December 31, 2000:

Crude oil (a)



                                                                               Net production
                                                                            --------------------
Production                        Field or Area         Interest             2000   1999    1998
                                  -------------         --------            -----  -----   -----
                                                      (%)          (thousand barrels per day)
                                                                             
Alaska (b)                        Prudhoe Bay*              26.3              146    202     232
                                  Kuparuk                   39.2               81     90      92
                                  Milne Point*             100.0               40     42      43
                                  Endicott*                 67.9               21     25      30
                                  Point McIntyre            32.2               16     25      36
                                  Other                  Various               10     21      21
                                                                           ------ ------  ------
Total Alaska                                                                  314    405     454
Lower 48 States onshore           Altura (b)             Various               36    127     122
                                  Other                  Various              182    133     140
                                                                           ------ ------  ------
Total Lower 48 States onshore                                                 218    260     262
Gulf of Mexico (b)                Mars                      28.5               38     36      29
                                  Troika                    33.3               28     30      15
                                  Pompano*                  75.0               26     29      34
                                  Other                  Various              105     44      39
                                                                           ------ ------  ------
Total Gulf of Mexico                                                          197    139     117
                                                                           ------ ------  ------
Total USA                                                                     729    804     833
                                                                           ------ ------  ------

UK offshore (b)                   ETAP                   Various               85     80      30
                                  Foinaven*                 72.0               64     56      51
                                  Harding*                  70.0               57     58      60
                                  Forties*                  96.1               53     66      76
                                  Magnus*                   85.0               47     48      61
                                  Schiehallion/Loyal*    Various               44     36       8
                                  Andrew*                   62.8               33     43      43
                                  Miller*                   40.0               22     30      31
                                  Other                  Various               89    123     110
                                                                           ------ ------  ------
Total UK offshore                                                             494    540     470
Onshore                           Wytch Farm*               50.5               40     40      48
                                                                           ------ ------  ------
Total UK                                                                      534    580     518
                                                                           ------ ------  ------
Norway (b)                        Various                Various               89     98     101
Netherlands                       Various                Various                1      2       4
                                                                           ------ ------  ------
Total Rest of Europe                                     Various               90    100     105
                                                                           ------ ------  ------


                                       21



                                                                        Net production
                                                                     --------------------
                           Field or Area         Interest             2000   1999    1998
                           -------------         --------            -----  -----   -----
                                                      (%)          (thousand barrels per day)
                                                                      
Australia                  Various                   16.7               37     23      30
Azerbaijan                 Azeri-Chirag-Gunashli*    34.1               30     32      16
Canada (b)                 Various                 Various              19     56      68
Colombia                   Cusiana/Cupiagua*         19.0               52     66      54
Egypt                      October                   30.4               30     35      30
                           Other                   Various              78     95      75
Trinidad                   Various                   100.0              47     49      47
Venezuela                  Various                 Various              46     30      31
Other (b)                  Various                 Various              51     21      34
                                                                    ------ ------  ------
Total Rest of World                                                    390    407     385
                                                                    ------ ------  ------
Total Group                                                          1,743  1,891   1,841
                                                                    ====== ======  ======
Equity-accounted
  entities
Abu Dhabi (e)              Various                 Various             127    113     124
Argentina                  Various                 Various              40     41      45
Other                      Various                 Various              18     16      39
                                                                    ------ ------  ------
Total equity-accounted
  entities                                                             185    170     208
                                                                    ------ ------  ------
Total Group and BP share
  of equity-accounted entities (d)                                   1,928  2,061   2,049
                                                                    ====== ======  ======





                                                       December 31, 2000
                                   ------------------------------------------------------
                                              Rest of                 Rest of
Estimated net proved reserves (a)      UK      Europe         USA       World       Total
                                   ------      ------      ------      ------      ------
                                                    (millions of barrels)
                                                                     
Subsidiary undertakings
Developed.....................      1,138         213       2,150         817       4,318
Undeveloped...................        254         160       1,043         733       2,190
                                   ------      ------      ------      ------      ------
                                    1,392         373       3,193       1,550       6,508
                                   ======      ======      ======      ======      ======
Equity-accounted entities                                                           1,135
                                                                                   ------
Total Group and BP share of
  equity-accounted entities                                                         7,643
                                                                                   ======



                                       22



Natural gas (a)(c)



                                                                              Net production
                                                                           --------------------
Production                       Field or Area         Interest             2000   1999    1998
                                 -------------         --------            -----  -----   -----
                                                            (%)        (million cubic feet per day)
                                                                      
Lower 48 States onshore (b)      San Juan Coal*         Various              563    427     408
                                 San Juan Conventional  Various              185    129     128
                                 Tuscaloosa             Various              171    175     156
                                 Hugoton*               Various              170    162     170
                                 Wamsutter*                70.5              100     92      87
                                 Arkoma                 Various               94    111     129
                                 Jonah*                    79.1               77     57      27
                                 Anschutz Ranch East*   Various               55     67      26
                                 Moxa Arch*                41.0               52     77     110
                                 Whitney Canyon         Various               47     52      53
                                 Altura                 Various               34    118     143
                                 Other                  Various              613    227     306
                                                                          ------ ------  ------
Total Lower 48 States onshore                                              2,161  1,694   1,743
Alaska                           Various                Various                9     10      10
Gulf of Mexico (b)               Matagorda Island 623*     44.0               78     99      97
                                 Ram Powell (VK 912)       31.0               60     72      50
                                 Matagorda Island 519*     82.0               56     39      35
                                 Other                  Various              690    361     386
                                                                          ------ ------  ------
Total USA                                                                  3,054  2,275   2,321
                                                                          ------ ------  ------
UK offshore (b)                  Bruce*                    37.0              201    175     182
                                 Marnock*                  62.0              148     79       1
                                 Braes                  Various               99     76      69
                                 West Sole*               100.0               89     97     102
                                 Viking Complex            50.0               81    107      31
                                 Ravenspurn South*        100.0               77     87     103
                                 Armada                    18.2               75     77      74
                                 East Leman*               48.4               58     42      71
                                 Amethyst*                 45.4               56     42      57
                                 Vulcan                    50.0               44     26      35
                                 Britannia                  9.0               41     --      --
                                 Other                  Various              678    487     527
Onshore                          Various                Various                5      6       6
                                                                          ------ ------  ------
Total UK                                                                   1,652  1,301   1,258
                                                                          ------ ------  ------
Netherlands                      P/18-2*                   48.7               52     63      73
                                 Other                  Various               43     48      68
Norway                           Various                Various               41     53      59
                                                                          ------ ------  ------
Total Rest of Europe                                                         136    164     200
                                                                          ------ ------  ------
Canada (b)                       Kirby*                    71.9               69    132     139
                                 Brazeau River Gas*        70.0               63     41      52
                                 Ricinus*                  70.0               52     54      59
                                 Marten Hills*             96.0               47     56      56
                                 Leismer*                  54.2               32     64      49
                                 Other                  Various              319    342     412
Trinidad                         Mahogany*                100.0              530    367      14
                                 Immortelle*              100.0              232    207     125
                                 Flamboyant*              100.0               69     92     187
                                 Other                    100.0               54    115     113
Australia                        Various                   16.7              205    215     211
Sharjah                          Sajaa*                    40.0              145    168     157
                                 Other                  Various               39     38      62
Indonesia                        Pagerungan*               40.0              199    103     108
                                 Sanga-Sanga               26.3              120     --      --
                                 Other*                    46.0               54     --      --
China                            Yacheng*                  34.0               77     --      --
Other (b)                        Various                Various              198     69      64
                                                                          ------ ------  ------
Total Rest of World                                                        2,504  2,063   1,808
                                                                          ------ ------  ------
Total Group                                                                7,346  5,803   5,587
                                                                          ====== ======  ======



                                       23

Natural gas (a)(c)


                                                                        Net production
                                                                     --------------------
                           Field or Area         Interest             2000   1999    1998
                           -------------         --------            -----  -----   -----
                                                      (%)        (million cubic feet per day)
                                                                      
Equity-accounted entities
Argentina                  Various                Various              187    145     128
Other                      Various                Various               76    119      93
                                                                    ------ ------  ------
Total equity-accounted entities                                        263    264     221
                                                                    ------ ------  ------
Total Group and BP share of                                          7,609  6,067   5,808
  equity-accounted entities                                         ====== ======  ======




                                                     December 31, 2000
                                   ------------------------------------------------------
                                              Rest of                 Rest of
Estimated net proved reserves (a)      UK      Europe         USA       World       Total
                                   ------      ------      ------      ------      ------
                                                   (millions of cubic feet)
                                                                     
Subsidiary undertakings
Developed.....................      3,898         275      12,111       7,985      24,269
Undeveloped...................      1,058          71       2,400      13,302      16,831
                                   ------      ------      ------      ------      ------
                                    4,956         346      14,511      21,287      41,100
                                   ======      ======      ======      ======      ======
Equity-accounted entities                                                           2,818
                                                                                   ------
Total Group and BP share of                                                        43,918
  equity-accounted entities                                                        ======



- ----------

(a)   Net proved  reserves of crude oil and natural  gas,  stated as of December
      31, 2000, exclude production royalties due to others, and include minority
      interests in consolidated operations.

(b)   In 2000,  BP acquired the  interests of ARCO outside  Alaska.  At the same
      time, a deal was concluded  (primarily  with  ExxonMobil  and Phillips) in
      which the oil and gas interests in Prudhoe Bay (and some of the associated
      fields) were realigned.  We also disposed of our common interest in Altura
      Energy. In addition to normal portfolio  management in the USA and Canada,
      we disposed of certain of our interests in Venezuela,  Colombia and the UK
      and  acquired  an  interest  in  Pakistan  as part of the  Burmah  Castrol
      acquisition.

      In 1999, BP sold certain interests in Canada and Venezuela.  At the end of
      the year we  purchased a  significant  part of  Repsol-YPF's  share of the
      assets of the dissolved Crescendo Resources  partnership,  a major natural
      gas producer and processor in Texas and Oklahoma.

      In 1998, BP sold its interests in Papua New Guinea,  and certain interests
      in the USA and the UK  sector of the North  Sea were  sold,  purchased  or
      swapped.

(c)   Natural gas production volumes exclude gas consumed in operations.

(d)   Includes  NGL from  processing  plants in which an interest is held of 41,
      54, and 67 thousand barrels per day for 2000, 1999 and 1998 respectively.

(e)   The  BP  Group   holds   proportionate   interests,   through   associated
      undertakings, in onshore and offshore concessions in Abu Dhabi expiring in
      2014 and 2018, respectively.



                                       24

United States

      We are the largest producer of hydrocarbons in the USA.

      Our 2000 US oil production  averaged 729 thousand  barrels per day (mb/d).
This was a decline of 9% from 1999. The acquisition of ARCO was more than offset
by the  disposal of our common  interest  in Altura  Energy and  realignment  of
Prudhoe Bay.  Approximately 43% of our 2000 oil production came from Alaska, 30%
from onshore Lower 48 States, and the remainder from the Gulf of Mexico.

      BP is the largest natural gas producer in the USA gas market.  In 2000, US
natural gas production  was 3,054 million cubic feet per day (mmcf/d).  Compared
with 1999 this  represents  a 29%  increase,  of which 881  mmcf/d is due to the
acquisition of ARCO.

      Our  largest  areas of growth in the USA are focused in the Gulf of Mexico
and our natural gas assets onshore in the Lower 48 States. Growth in these areas
is  expected  to more than  offset the  decline  in our  current  principal  oil
producing  fields in Alaska.  In addition we have  several  developments  either
planned or under  construction  in Alaska to mitigate the decline and enable the
region to remain a major producing area for the foreseeable future.

      Development  expenditure in the USA (excluding  pipelines) during 2000 was
$2,328 million, compared with $1,212 million in 1999.

      In Alaska,  following the  realignment  in Prudhoe Bay, our  production of
crude oil declined from 405 mb/d in 1999 to 314 mb/d in 2000.

      The current status of activity in Alaska is as follows:

- --    In 2000 agreement was reached with the unit owners to resolve  outstanding
      issues  relating to the  ownership of the Prudhoe Bay Unit (PBU) and Point
      Thomson Unit. The agreement aligned the respective equity interests of the
      owners  in  Prudhoe  Bay Unit and  provided  for a  single  operator.  The
      alignment results in a reduction of 63 mb/d in 2000 in our Greater Prudhoe
      Bay Area  production,  and an  increased  interest in Prudhoe Bay Unit gas
      reserves and the Point Thomson Unit.  Overall the agreement is expected to
      facilitate  optimization  of operations,  reduce costs  significantly  and
      facilitate  new oil and gas  development,  for  the  benefit  of the  unit
      owners, the State of Alaska, and its residents.

- --    Development  is ongoing to  mitigate  the  production  decline at Alaska's
      largest  producing field,  Prudhoe Bay. The decline rate was reduced to 3%
      in 2000 and a number of near-term  projects are underway for 2001. The PBU
      alignment has accelerated  satellite development by two to three years. In
      2000 there were some six wells  producing from all Prudhoe Bay satellites.
      This will increase to over 40 by the end of 2001.  Large scale  facilities
      expansions  in the form of wellpads and a pipeline  will also  commence in
      2001. We are continuing with the infill drilling  programme,  a mixture of
      new wells,  rig  side-tracks  and coiled tubing  drilled  side-tracks.  We
      anticipate  drilling  some 80 new  wells  in  Prudhoe  Bay in 2001 to help
      sustain production levels.

- --    The  first  phase  of  development  of the  Northstar  field  (BP  98% and
      operator)  began in 1998 with  module  construction  in Alaska.  All major
      construction permits were received in 1999. The gravel island, where field
      facilities will be located, is complete,  drilling has commenced,  and the
      oil and gas pipelines have been  installed.  The first sealift  arrived on
      the island  during 2000,  with the  remaining  module  construction  to be
      completed  and  sealifted  to the island in the summer of 2001.  We expect
      production  to commence  in late 2001 with a plateau  rate of 50 mb/d net.
      Project  capital  expenditure  for the  Northstar  field  in 2000 was $320
      million (1999 $100 million and 1998 $50 million).

- --    BP sanctioned the Meltwater satellite  development project at the Phillips
      operated  Kuparuk  field.  The  satellite  is a 50  million  barrel  gross
      recoverable accumulation with first production expected by end 2001.

- --    BP drilled  its first  viscous oil  multilateral  wells at the Milne Point
      field,   yielding  initial  production  rates  above  1  mb/d.   Continued
      development of completion  technology  and artificial  lift is expected in
      2001.

- --    In line with our  commitment  to grow the  natural  gas  business,  recent
      actions  taken in Alaska  include the  formation  of a joint gas  pipeline
      project  study team (see details  under  Midstream  Activities  -- Oil and
      Natural Gas Transportation).

- --    BP acquired the  remaining  8.8% working  interest in the Milne Point Unit
      from Occidental  Petroleum as part payment for our working interest in the
      Bravo Dome carbon dioxide field.  This acquisition takes BP's ownership of
      Milne Point Unit to 100%.


                                       25

- --    The  Badami oil field (BP 70% and  operator)  came  onstream  in 1998 with
      final  project  capital  expenditure  in that  year of  $120  million.  It
      continued  to produce  about 2 mb/d  throughout  2000.  Work  continues to
      identify  additional sources of production to fill the processing facility
      within the Badami Unit and the surrounding area.

      Onshore in the Lower 48 States,  BP's production of oil and gas production
averaged 591 mboe/d,  up from 569 mboe/d in 1999.  Production comes from a large
number  of fields  situated  principally  in the  states  of  Colorado,  Kansas,
Louisiana, New Mexico, Oklahoma, Texas and Wyoming.

      Crude oil  production  was 218 mb/d in 2000, a reduction of 16% from 1999.
This was  predominantly  due to the sale of our common interest in Altura Energy
partly offset by production from ARCO assets in the Permian Basin.

- --    In April 2000, BP and Shell sold their common  interests in Altura Energy,
      a US onshore  oil-producing joint venture,  for $3.6 billion to Occidental
      Petroleum.

- --    As part of the ARCO transaction, BP acquired certain assets located in the
      Permian Basin of west Texas,  southeast New Mexico, and southern Colorado.
      The assets  consist of producing  properties,  four plants for  processing
      natural  gas, and other  miscellaneous  properties  and assets.  Producing
      asset  characteristics  range  in focus  from  primary  production  and/or
      development  drilling to mature carbon dioxide -- and water-- flood areas.
      BP  is  one  of  the  main  producers  in  the  Permian  Basin,  operating
      approximately  1,800 wells,  with  production in 2000 averaging 52 mb/d of
      crude oil and NGL, and 151 mmcf/d of natural gas (total production in 2000
      was 78 mboe/d).

- --    As an extension of producing  natural gas we also processed,  or caused to
      be  processed,  120 mb/d of NGL in  2000.  Prices  for NGL were  generally
      strong  throughout 2000 and through  utilizing our processing  flexibility
      (either in equity plants or through third party contractual  arrangements)
      we generated increased midstream value.

      Natural gas  production  was 2,161 mmcf/d in 2000, an increase of 21% from
1999 production, all of which is essentially due to the acquisition of ARCO. Our
natural gas production in the onshore Lower 48 States is produced primarily from
the following assets.

- --    The  southern  Wyoming   (Overthrust  Belt,  Greater  Green  River  Basin)
      operations  produced  374  mmcf/d of gas and 38 mb/d of  liquids  in 2000.
      Drilling activity has  significantly  increased in conjunction with a five
      year drilling programme  comprising more than 600 wells,  primarily in the
      Jonah and Wamsutter fields.  The number of working rigs has increased from
      four to nine,  and contracts  have been  concluded for an additional  five
      rigs to be delivered in 2001, in anticipation of increasing  production by
      more than 10% year on year.

      Colorado and New Mexico (San Juan Basin Coal and  Conventional Gas Fields)
      operations, increased production following the acquisition of ARCO with an
      average  production  of 143 mboe/d in 2000. As a combined  operation,  the
      initial  pre-work  on a Coal Bed  Methane  infill-drilling  programme  was
      completed and the programme  itself  commenced in October 2000.  More than
      350 infill wells will be drilled in the course of this  five-to-seven year
      long infill programme.

   -- In the mid-continental states (Kansas,  Oklahoma, Texas and Louisiana) our
      natural gas production  grew by 26% to 898 mmcf/d in 2000. This was due in
      part to the acquisition of ARCO and growth activity in line with our North
      American Gas strategy.  Examples of increased  activities are  highlighted
      below:

      --    Western  Kansas  (Hugoton and Panoma  fields) - In 2000, a well work
            and  system  optimization  effort  directed  toward  curtailing  the
            decline in the Hugoton field  resulted in arresting the decline rate
            to approximately  half of the rate from the previous two years. That
            programme will be expanded to other areas of the field in 2001 in an
            effort to remain on the lower decline trend throughout the year.

      --    Oklahoma and Texas  panhandles  (Anadarko  Basin) --  Following  our
            buyout of these  properties  from the Crescendo  partnership in late
            1999,  the number of drilling rigs had increased from three to eight
            by year-end  2000 with a large  inventory of prospects  prepared for
            the 2001 drilling  programme.  In addition,  a process to model well
            and infrastructure performance is being implemented within the asset
            to improve underlying base production efficiency.

      --    East Texas (Cotton Valley Trend) -- Average gas production volume in
            2000 of over  110  mmcf/d  is  expected  to  grow  8% in  2001.  The
            introduction  of a `smart system' in well automation has delivered a
            flattening   in  gas  decline  rates  in  Blocker   Field.   Further
            optimization of well deliquefication across five other Cotton Valley
            Fields  is  in  progress.  In  addition,   well  work  activity  was
            accelerated in the second half of 2000 and progress is being made on
            the infill-drilling programme.

                                       26

- --    Louisiana  (Tuscaloosa Trend) -- The deepest commercial  producing well in
      onshore  Louisiana  (Parlange  11) was  drilled to a total depth of 23,472
      feet on March 30, 2000.  This well also  delivered  the highest daily rate
      from an onshore  Louisiana  well at 92 mmcf/d of natural  gas.  With these
      results,  the  Tuscaloosa  trend,  which  was  brought  on stream in 1978,
      reached its all time highest gross production rate of 364 mmcf/d in 2000.

- --    Oklahoma  (Arkoma  Basin)  -- In  2000,  we  combined  two of the  largest
      producers  in the Arkoma  Basin,  BP and  Vastar.  Drilling  activity  was
      increased  from  three rigs to six rigs and we expect to run seven rigs in
      2001 as we exploit over 100 square miles of recently  acquired 3-D seismic
      data.  Rates on new wells  drilled  post seismic have been 1 1/2 times the
      pre seismic rate.

- --    Gulf  Coast  Onshore  -- In  2000,  this  operation  was  created  by  the
      combination  of Vastar and BP properties  in state waters of Alabama.  The
      Vastar properties are located in three distinct  geographic  areas:  south
      Texas, south Louisiana, and acres of mineral fee lands in southeast Texas.
      In 2000, 17 new wells were drilled,  and another 60 were  recompleted.  In
      addition,  two acquisitions were made, one in south Texas and one in south
      Louisiana,  each adding  approximately  2.8 mmboe in proved reserves and 1
      mboe/d in net rate. In 2001, we expect production from these properties to
      grow by 8%.

      In the Gulf of Mexico, we continued our substantial year on year growth in
production in 2000.  Liquid  production  increased by over 42% from 1999 levels,
averaging  197 mb/d.  Gas  production  increased  by over 55% from  1999  levels
averaging 884 mmcf/d.

   -- Offshore Louisiana and Texas (Gulf of Mexico shelf) supplies approximately
      one fifth of the US natural gas market, which is the largest gas market in
      the world.  Following  the  acquisition  of ARCO,  BP became  the  largest
      producer on the Gulf of Mexico Shelf,  accounting for  approximately 7% of
      total  production.  BP owns an interest in 148 fields and in 2000 produced
      in excess of 160 mboe/d.  The Gulf of Mexico  shelf is a mature basin with
      high decline rates,  averaging  30-40% per year. In spite of that, we have
      maintained  flat  production  over the  last  several  years by  utilizing
      advanced  seismic  technologies,  reservoir  studies,  and new  completion
      technologies.  In 2000, BP and Vastar  drilled a total of 97 wells with an
      additional 73 recompletions and workovers.

      Activity in the major facility hubs in the deepwater Gulf of Mexico
comprised the following:

- --    The successful restart of production  operations on the Marlin development
      (BP 80% and operator)  occurred  following a shut-down earlier in the year
      to understand  the cause of a systemic  casing design flaw. The first well
      brought back on line is producing at rates exceeding 85 mmcf/d for gas and
      8 mb/d for oil.  Production  on the facility is expected to  significantly
      increase as additional Marlin wells continue to be brought on line through
      2001.  In addition,  the Nile (BP 50% and  operator) and King (BP 100% and
      operator)  subsea  developments are on schedule to be produced through the
      Marlin  host  platform  in 2001 and 2002,  respectively.  Project  capital
      expenditure  for the  Marlin  field in 2000  was $60  million  (1999  $170
      million and 1998 $190 million).

- --    The  Pompano  platform  and  subsea  development  (BP  75%  and  operator)
      successes  continued in 2000 with new  production  coming from active well
      work and drilling.  Expansion of the Pompano platform  capacity is ongoing
      which  will allow for the  production  of the Mica (BP 50%)  subsea  field
      through the host Pompano platform.  The Mica development  remains on track
      for first  production in 2001. Mica will be the longest subsea oil tieback
      in the Gulf of Mexico to date.

- --    Our active  drilling and well work  programme was  successful in arresting
      field decline in the Troika field (BP 33% and operator).  Gross production
      from the six well subsea development averaged 118 mboe/d in 2000.

- --    The Europa field came onstream in 2000.  Project  capital  expenditure  in
      2000 was $10 million (1999 $80 million and 1998 $20  million).  Due to the
      continued successful development drilling results at Mars (BP 29%) and the
      start-up of the Europa (BP 33%) and MC 764 (BP 67%)  subsea  developments,
      the Mars facility achieved record  production  throughput in excess of 200
      mb/d of oil and 200 mmcf/d of gas in 2000.  Three new wells  were  drilled
      and completed at Mars in 2000,  all of which helped to ensure the facility
      remained fully utilized.  Additional facility expansion work was performed
      in 2000, with an additional phase of expansion ongoing in early 2001.

- --    The Ursa  development  (BP 23%) which came  onstream  in 1999 had  project
      capital expenditure of $30 million in 1999 (1998 $120 million). Production
      continued to increase in 2000 with three new high rate wells being drilled
      and completed.  Ursa, the largest floating structure currently in the Gulf
      of Mexico,  produced on average in excess of 80 mb/d of oil and 100 mmcf/d
      of gas for the year. In addition, the 180 mmboe (gross) Princess discovery
      was made in 2000 by the Ursa  partnership  on a Gulf of Mexico lease block
      adjacent to the Ursa unit.  It is envisaged  that this  discovery  will be
      produced  through the Ursa Tension Leg Platform  (TLP) host similar to the
      Crosby subsea development (BP 50%), which remains on track and on schedule
      for first production in late 2001.


                                       27

- --    The  Diana/Hoover  (BP 33%) 300 mmboe Western Gulf of Mexico basin opening
      development  project  began  operations  in May of 2000.  Project  capital
      expenditure  in 2000 was $80  million  (1999  $180  million  and 1998 $130
      million). The development consists of a floating Deep-draft Caisson Vessel
      (DDCV) host located over the Hoover field in 4,500 feet of water. Diana, a
      five well subsea development,  is tied back to the Hoover DDCV. The Hoover
      DDCV is the deepest  floating  production  facility to-date in the Gulf of
      Mexico.  Production  rates at  year-end  averaged  over 50 mboe/d and will
      continue to increase well into 2001.

United Kingdom

      We are the largest producer of both oil and natural gas in the UK.

      Our 2000 UK oil  production  of 534 mb/d was 46 mb/d  lower  than in 1999.
This was as a direct result of reduced capital  investment levels during 1999 in
line with the lower oil price environment at that time and the divestment of the
Scott/Telford and Fulmar fields (14 mb/d).

      Our UK natural gas  production  increased 27% from 1,301 mmcf/d in 1999 to
1,652  mmcf/d  in 2000.  The  integration  of ARCO  properties  in 2000 into the
regional  portfolio  added 303 mmcf/d of  production  after  accounting  for the
disposal of the ARCO interests in Scapa,  Saltire,  Iona, Chanter,  Claymore and
Piper in May 2000.

      Our  development  expenditure in the UK (excluding  pipelines) grew by 20%
from $676 million in 1999 to $808 million during 2000. Significant 2000 activity
included the following:

- --    The Foinaven main field (BP 72% and operator) and East Foinaven  field (BP
      43% and operator) are situated in the deep water Atlantic Margin,  west of
      the Shetland  Islands.  Production  from the  Foinaven  main field grew to
      87.5mb/d gross and the Foinaven Phase II development was sanctioned. Phase
      II consists of the East Foinaven  development and five infill wells in the
      Foinaven  main  field.  First oil from both East  Foinaven  and the infill
      wells  is  planned  for  2001.  East  Foinaven  is  a  subsea  development
      consisting of three wells tied back to the Foinaven main field facilities.
      Agreements  have been signed to export gas from Foinaven and East Foinaven
      to the Magnus field.

- --    Schiehallion  commenced production in 1998. Project capital expenditure in
      that year was $220 million. Schiehallion (BP 33.4% and operator) and Loyal
      (BP 50% and operator)  fields are also situated in the deep water Atlantic
      Margin.  Production from these fields grew to 120 mb/d gross (44 mb/d net)
      and  pre-sanction  commitments  were  made in  respect  of the next set of
      infill wells to be drilled. Agreements have been signed to export gas from
      these fields to the Magnus field.

- --    UK  Government  approval  was  received in December  2000,  for the Magnus
      Enhanced Oil  Recovery  project.  Through  newly laid gas  pipelines,  the
      development  will  link the  Magnus  field  (BP 85% and  operator)  to the
      deepwater  Atlantic  Margin fields via the Sullom Voe Terminal  Processing
      plant.  Surplus gas from the Atlantic  Margin fields will be injected into
      the  Magnus  reservoir  and we expect to  recover  trapped  oil which will
      extend  field  life by some ten years and enable  production  at a plateau
      level of around 60 mboe/d  gross until  2006.  Surplus gas will be sold to
      the market via existing pipelines.

- --    Eastern  Trough Area Project  (ETAP)  achieved  first  production in 1998.
      Project  capital  expenditure  in that year was $540  million.  Production
      reached peak levels of (130 mboe/d net) during the first  quarter of 2000,
      and on an annual  average basis was 230 mboe/d gross (115 mboe/d net). The
      development  comprises seven initial fields -- Marnock,  Machar, Mungo and
      Monan (BP operated) and Heron, Egret and Skua (Shell operated). We have no
      equity interest in the Shell-operated  fields. This integrated development
      project includes central  processing  facilities over the Marnock field, a
      normally  unmanned facility over the Mungo field and subsea facilities for
      the other fields linked back to the central facilities.

- --    During 2000, we installed a new compression  system on the Bruce field (BP
      37% and operator) thus reducing the wellhead  flowing  pressure by 50% and
      ensuring  that the field can  maintain  its  capacity at 850 mmcf/d  gross
      after seven years of  production.  Also during the year BHP  developed the
      Keith oil field (BP 34.83%) using a subsea well and pipeline  connected to
      the Bruce platform.  At the end of the year the Bruce platform  achieved a
      record  production  of 230  mboe/d  gross  owing  to the  impact  of  both
      projects.

- --    The Harding field (BP 70% and operator)  continued to produce at a plateau
      rate of 81 mb/d  (gross).  During  2000 the second  satellite  `North' was
      brought  on  stream  at a rate  of 17  mb/d  (gross).  This  followed  the
      successful  development of the `South East' satellite in 1999. A programme
      of further infill drilling is planned in the central and south  reservoirs
      during 2001 to fully exploit the oil reserves in place.

- --    In the  southern  North Sea area,  there  were a number of  satellite  and
      infill wells drilled.  There was one successful  Indefatigable field well,
      and a  North  Davy  satellite  well  (BP 22% and  operator),  which  alone
      accessed 40bcf gross of gas. The Vixen  Development (BP 50%) was completed
      ahead of schedule,  and is producing at over 130 mmcf/d gross.  During the
      year sanction was also given for development of the Hoton Field (BP 100%).

                                       28

- --    Work has begun to integrate the two terminals at Dimlington  and Easington
      (BP 100% and operator). The $21-million Terminal Optimization Project will
      deliver environmental and safety improvements that will be required within
      the next 18 months.  Similar safety and  environmental  improvements  have
      been  undertaken  with the Renewal  Project at the Bacton Terminal (BP 42%
      and operator).

- --    Our southern North Sea operations  have  successfully  integrated the ARCO
      properties that are being retained.  We completed the European  Commission
      mandated  sale of the ARCO Thames and  Murdoch  field  interests  in April
      2001.

- --    Production  from the Shearwater gas  development (BP 28%) has been delayed
      owing to a potential well design problem, which is being investigated.

Rest of Europe

      Our Norwegian  production declined from 108 mboe/d in 1999 to 95 mboe/d in
2000,  with natural field  declines  offset in part by production  from drilling
programs  begun during the year.  Net  production was 37 mboe/d from Draugen (BP
18.4%),  27 mboe/d from Valhall (BP 28.1% and operator),  16 mboe/d from Ula (BP
80% and operator) and 15 mboe/d from Gyda (BP 56% and operator).

      In the Netherlands,  our net natural gas production decreased to 95 mmcf/d
from 111 mmcf/d in 1999 but will be increased  to exceed 100 mmcf/d in 2001.  BP
is  continuing  to expand  its role in natural  gas  storage  services  with the
production and downstream gas marketing businesses working in close co-operation
on this. The Peak Gas  Installation  expansion came onstream in 2000  increasing
capacity  by 50% to  1,270  mmcf/d  with  the  potential  for  further  capacity
increase.

Rest of World

      The Group's net share of oil production  from the Rest of World  decreased
from  407  mb/d  in 1999 to 390  mb/d in  2000.  This  excluded  185  mb/d  from
associated undertakings in 2000, of which 127 mb/d came from Abu Dhabi, where we
have  equity  interests  of 9.5% and 14.7% in onshore and  offshore  concessions
expiring in 2014 and 2018,  respectively.  Other areas of oil production in 2000
were Australia, Argentina,  Azerbaijan, Bolivia, Canada, China, Colombia, Egypt,
Indonesia, Pakistan, Qatar, Russia, Sharjah, Trinidad and Venezuela.

      Our share of natural gas production  from the Rest of World  increased 21%
from 1999, averaging 2,504 mmcf/d in 2000. In addition,  in 2000 production from
associated  undertakings remained the same as in 1999 at 263 mmcf/d. The largest
part of the 2000  production  came from Trinidad and Tobago and Indonesia,  with
the remainder from  Argentina,  Australia,  Bolivia,  Canada,  China,  Colombia,
Egypt, Pakistan and Sharjah.

      Development  expenditure  in  the  Rest  of  World  (excluding  pipelines)
amounted to $1,274 million in 2000, compared with $956 million in 1999.

      In Canada  overall  production  was 119 mboe/d,  of which almost 85 %, 582
mmcf/d,  was gas  production.  Development  activities  within Canada focused on
opportunities  to develop and expand within our existing core operating areas in
the provinces of Alberta and British  Columbia.  During 2000 we drilled over 200
wells (gross),  and added 49 mmboe of proved  reserves.  This more than replaced
our 44 mmboe of production during the year. Significant activities include:

- --    We acquired  169,000 acres of new mineral  rights in the Western  Canadian
      sedimentary basin during 2000.

- --    Two major  fields  (Brazeau  P-Pool  and RCU #1) were  converted  from gas
      cycling schemes to full production during 2000.

- --    Significant  development  drilling activity continued in our Kaybob,  Pine
      Creek,   Bigstone,   Windfall,   Wapiti,   Marten  Hills,   St.  Lina  and
      Kirby/Leismer production areas.

- --    Infrastructure  is being built to bring  significant  new  discoveries  at
      Weejay/Ojay in north east British Columbia on stream by late 2001.

- --    Currently we are pursuing  opportunities  to develop tight gas  reservoirs
      and coal bed methane,  and completed the first four wells in our tight gas
      programme in the latter part of 2000.


                                       29

      Significant activity in South America in 2000 included the following:

- --    In  Trinidad  and Tobago,  we hold a 100%  interest in 121 tax and royalty
      licences.  We also have a 70% interest in the block 5b production  sharing
      contract.  In October 2000, Repsol-YPF acquired a 10% minority shareholder
      interest in the BP Trinidad  and Tobago LLC. The  transaction  with Repsol
      has  created a new  platform  for BP's  future gas growth in  Trinidad  by
      leveraging our upstream position in Trinidad for access to gas markets and
      growth  opportunities  in Spain.  In addition,  the  transaction  delivers
      opportunities  to participate  with Repsol-YPF in downstream gas and power
      joint ventures in Spain.

      Our  Trinidad  operations  are in a  transition  from  primarily  oil to a
      balance  of oil and  natural  gas  activities  with  total BP  hydrocarbon
      production  during 2000 averaging 199 mboe/d net, an increase of 16 mboe/d
      from 1999. In 2000, gas  production  increased by 13% to 884 mmcf/d net, a
      result of increased  demand due to the first full year of production  from
      the Atlantic LNG plant operations.

      Drilling  activity  continued in the Mahogany field to develop  additional
      natural gas and commenced in the Amherstia field with first gas production
      on line in the fourth quarter of 2000. This field will provide  additional
      gas volumes to the Trinidad and Tobago market.

- --    In Venezuela,  in 2000 BP produced 46 mboe/d and high graded the portfolio
      from twelve  assets to four core assets  during the year.  These four core
      assets are reactivation projects consisting of two operated properties and
      two non-operated  properties under operating fee agreements to produce oil
      for the government oil company,  PDVSA. In terms of acreage and production
      of lighter oils, BP remains the largest private oil company in Venezuela.

- --    In Colombia,  the development of the  Cusiana/Cupiagua  complex is nearing
      completion  with the fields  beginning to come off plateau.  Production in
      2000 was 52 mb/d net.  Projects  are  underway  to mitigate  this  natural
      decline  -- these  projects  consist of  Recetor,  northern  extension  of
      Cupiagua,  with Phase One granted  commerciality and sanctioned during the
      year;  an Early  Production  Scheme for Florena  field was approved and on
      Niscota where an exploration contract was signed. Also during the year the
      rationalization  of the  portfolio was completed by the disposal of former
      Amoco and ARCO properties.

- --    Through BP's equity-accounted investments in Empresa Petrolera Chaco S.A.,
      (Chaco) (BP interest  30%) and our joint  venture in Pan  American  Energy
      (PAE) (BP interest 60%) we are the second largest  energy  producer in the
      Southern Cone of South America after  Repsol-YPF.  In 2000, these entities
      produced  43 mb/d of oil and 210  mmcf/d  of  natural  gas  (net to BP) in
      Argentina and Bolivia.  Chaco and PAE also have  significant  interests in
      natural gas liquids plants, oil and gas pipelines,  electricity generation
      plants, and other midstream infrastructure.

- --    In Argentina, a substantial gas expansion programme commenced in Gulfo San
      Jorge (BP 60%),  complementing  the oil production  there, and a new plant
      was  commissioned  in the second quarter of 2000. In Northwest  Argentina,
      new gas  facilities in Acambuco (BP share 31.2%) were close to completion,
      with  first  sales due to  commence  in the  first  quarter  of 2001.  The
      construction  of the Cruz del Sur  pipeline  (BP 18%) from Buenos Aires to
      Montevideo  started  near the end of 2000.  This  project  will supply the
      Uruguyan market  initially and is intended to be the first step to gaining
      access to the south east Brazilian market.

      Significant  2000  activity  in Africa and the Middle  East  included  the
following:

- --    In February 2000, BP and the Algerian state company,  Sonatrach, agreed to
      go ahead with the development of seven gas fields in southern  Algeria (BP
      39%).  The $2.5 billion  development,  known as the In Salah  development,
      will  supply the fast  growing  markets of  southern  Europe with some 320
      billion cubic feet (bcf) annually. First deliveries are expected by 2003.

      The In Amenas contract between BP and Sonatrach became effective in August
      1999. The project  consists of the development of a wet gas field in south
      east Algeria and requires the  construction of a 700 mmcf/d gas processing
      plant with associated gas, LPG and condensate export lines to tie into the
      existing Sonatrach transportation system.

      As  part  of  the  ARCO  acquisition,  BP  acquired  a 60%  interest  in a
      production  sharing contract (PSC) with Sonatrach to implement an enhanced
      oil  recovery  (EOR)  project on the  Rhourde  el Baguel  field in eastern
      Algeria.  The EOR project  targets the recovery of an  additional  500 mmb
      over the 25-year  contract life. In 2000,  prior to the ARCO  acquisition,
      ARCO  concluded  a  farmout  of 40%  of its  interest  to a  wholly  owned
      subsidiary of Sonatrach. The EOR project is in its first year of operation
      with gas injection facilities complete.


                                       30

- --    In Angola,  the Girassol project has made good progress and is on track to
      produce  first  oil in the  fourth  quarter  of 2001.  Other  non-operated
      activities  include  appraisal  drilling and  engineering  studies for the
      large-scale  Kizomba (Block 15 BP 27%),  Dalia and Rosa (Block 17, BP 17%)
      developments.   In  the  BP  operated  Block  18,  the  Greater   Plutonio
      discoveries have confirmed the area as a major development  prospect and a
      team is now in place to pursue  development  approval  over the next 12-18
      months.

- --    In Egypt,  our  operations  are carried out by the Gulf of Suez  Petroleum
      Company  (Gupco),  a joint  operating  company with the  Egyptian  General
      Petroleum  Company  (EGPC).   Gupco  operates  seven  production   sharing
      contracts in the Gulf of Suez and Western Desert,  encompassing  more than
      forty fields.  During 2000, Gupco produced almost 220 mb/d (107 mb/d net),
      about 29%  percent of  Egypt's  oil  production,  as well as 78 mmcf/d (37
      mmcf/d net) of natural gas. In 1999,  BP  finalized an agreement  with the
      Egyptian Government,  which will help maintain investment in the country's
      mature Gulf of Suez oil fields. Under this agreement,  BP will invest $450
      million by 2005 to develop new reserves,  maintain production, and prolong
      the life of the  fields.  Over  $126  million  of this  spending  had been
      completed by year-end 2000.

- --    BP  entered  the  Nile  Delta  in  the  early  1990's,  in  a  variety  of
      partnerships with AGIP, EGPC and others.  The Ha'py and Baltim fields were
      brought  on  stream  in early  2000 and the  Temsah  natural  gas field is
      expected to start-up in early 2001.  Collectively,  we have  agreements in
      place to supply 332 mmcf/d to the domestic  Egyptian market from these and
      other Nile Delta fields.  BP is the second  largest  acreage holder in the
      Nile Delta and has an active  exploration  programme  to  continue to grow
      this  reserve  base.  In March  2001,  BP,  ENI and the  Egyptian  General
      Petroleum Company entered into an agreement  providing for the building of
      a Liquefied Natural Gas (LNG) facility at the port of Damietta.  Under the
      agreement  BP and ENI will be the sole  buyers  of the LNG for  subsequent
      sale into the Mediterranean markets. First delivery to market is scheduled
      for the second half of 2004.

- --    In Iran,  we are carrying out studies and  appraisals in a number of areas
      including  Ahwaz,  south  Pars and LNG.  Depending  on the  outcome of the
      studies  and  appraisals,  we may in  future  decide  to make  significant
      investments in Iran;  however,  we are not currently committed to any such
      significant investments.

      Significant  2000  activity in Asia  (including  the former  Soviet Union)
included the following:

- --    BP, as operator of the Azerbaijan  International Operating Company (AIOC),
      manages  and has 34.1%  interest  in the  Azeri-Chirag-Gunashli  (ACG) oil
      fields in the Caspian Sea,  offshore  Azerbaijan.  In 2000 ACG  production
      exceeded  100 mb/d gross from the Chirag 1  platform.  This is expected to
      increase  to a plateau of over 120 mb/d by 2002  following  sanction of an
      extended reached drilling  programme in 2000. Several additional phases of
      development are planned.  Detailed engineering work is in progress for the
      development of the central Azeri field.

- --    In  Indonesia BP is now the largest  supplier of natural gas to Java.  Our
      Indonesian  production  in 2000 was 13 mb/d of liquids,  262 mmcf/d of gas
      sold  to the  Bontang  LNG  plant  and 154  mmcf/d  sold  domestically  in
      Indonesia.  Under  the terms of the  production  sharing  contract  (PSC),
      reported production  entitlement varies inversely with price in respect of
      costs  being  recovered  which  are fixed in $ terms;  as prices  decrease
      therefore,  a higher  entitlement  is  received.  In 2000,  adjusting  the
      reported  production to a mid-cycle  price of $16 would have increased the
      reported  production by 4 mboe/d.  We operate the Wiriagar and Berau block
      fields in Irian Jaya that will  provide the largest  share of the gas feed
      to the Tangguh LNG project. In addition, the VICO (100% equally held by BP
      and Lasmo)  operated Sanga Sanga PSC provides 30% of the gas feed into the
      Bontang LNG operation for export.

- --    In China, we operate both the Yacheng-13 natural gas field and the Liu Hua
      Oil field,  and are planning to commence  production from the QHD field in
      the fourth quarter of 2001 (operated by CNOOC).  Yacheng  supplies 100% of
      the gas supply into Hong Kong Island where it is sold to Castle Peak Power
      Company (CAPCO) in a long-term contract.  Excess gas and liquids are piped
      to Hainan Island where the gas is sold to the Fuel and Chemical Company of
      Hainan under a long-term contract.

      BP's Hedong  Coal Bed  Methane  (CBM)  project  (BP 70% and  operator)  is
      located in the Ordos Basin Shanxii province, approximately 800km southwest
      of Beijing.  BP has signed three production  sharing  agreements  covering
      approximately  5,200 square kilometres.  BP has drilled nine wells to date
      and currently has a five well pilot  project on  production.  This is BP's
      first CBM project in China. BP (70% and operator) is partnered with Texaco
      and China United Coal Bed Methane Company  (CUCBM),  with CUCBM having the
      option to take a 51% interest after  determination of commerciality,  with
      the interests of BP and Texaco to be reduced proportionately.


                                       31

- --    In Vietnam,  BP (26.7% and consortium  leader) and partners had signed key
      elements of a $1.3 billion integrated gas project by the end of 2000 which
      will trigger construction of the Block 06.1 gas development and associated
      infrastructure  in early  2001.  This  scheme  will  provide the basis for
      clean, reliable gas-fired power generation in southern Vietnam.  First gas
      is planned for late 2002.

- --    BP  has a 10%  equity  interest  (20%  voting  interest)  in  the  Russian
      integrated  oil company A O Sidanco  (Sidanco).  Sidanco was released from
      bankruptcy in January 2000 following  repayment of all of its debts to its
      creditors.  As of  December  31,  2000 it was debt free and  generating  a
      profit.

Midstream Activities

Oil and Natural Gas Transportation

      The  Group  has  direct  or  indirect   interests  in  certain  crude  oil
transportation  systems,  the  principal  ones of  which  are the  Trans  Alaska
Pipeline System in the USA and the Forties  Pipelines System in the UK sector of
the  North  Sea.  We also  operate  and have an  interest  in the  Central  Area
Transmission  System  for  natural  gas in the UK sector of the North  Sea.  Our
onshore US crude and product  pipelines  and related  transportation  assets are
included under Refining and Marketing.  Our gas marketing  business is described
under Gas and Power.

- --    The Trans Alaska  Pipeline  System (TAPS)  consists of a 48-inch  diameter
      crude oil pipeline running approximately 1,300 kilometres from Prudhoe Bay
      to a tank  farm and  marine  terminal  at the  ice-free  port of Valdez on
      Alaska's  southern coast.  Alyeska  Pipeline  Service Company operates the
      pipeline and terminal at Valdez.  BP owns a 50% interest in TAPS, with the
      balance owned by six other companies.  Each of the TAPS  participants uses
      its undivided interest in TAPS as a common carrier,  separately publishing
      tariffs  and  receiving  tenders  for  shipments  through its share in the
      capacity of TAPS, and paying its respective  share of operating  costs. At
      peak  throughput,  the TAPS system carried around 2 mmb/d.  In 2000,  TAPS
      transported  production  from Prudhoe Bay and the other North Slope fields
      averaging 1 mmb/d.

      For a description of the procedures  relating to the tariffs to be charged
      to users of TAPS and a general  description  of pipeline  regulation,  see
      Regulation of the Group's Business -- United States. There are a number of
      unresolved  protests with regard to the yearly tariffs which are filed and
      which set out the charges for shipping oil through  TAPS.  These items are
      in the process of resolution at the Federal Energy  Regulatory  Commission
      (FERC) and the Regulatory Commission of Alaska.

      US law dictates  that only ships built and flagged in the US, and operated
      by US citizens,  may transport cargoes between ports in the USA. Hence, BP
      has a chartered fleet of US-flagged tankers, all operated by Alaska Tanker
      Company, to transport Alaskan crude oil. BP Oil Shipping Company, USA also
      has entered  into a contract  for the  construction  new US built,  double
      hulled tankers to replace Alaska Tanker Company  tankers not having double
      hulls.  The contract  delivery  dates of the new tankers  will  facilitate
      removal of the  non-double  hulled  tankers  from the US oil tanker  trade
      ahead  of  deadlines  imposed  by  the  Oil  Pollution  Act of  1990.  For
      discussion  of the Oil  Pollution  Act of  1990,  see  Information  on the
      Company -- Environmental Protection.

- --    The Forties  Pipeline  System in the UK (BP 100%) is an integrated oil and
      natural gas liquids  transportation  and  processing  system that  handles
      production  from over 20 fields in the central  North Sea.  The system was
      upgraded  in 1993 and has a capacity  of more than 1 mmb/d.  During  2000,
      average  throughput was approximately 804 mb/d,  compared with 943 mb/d in
      1999.  Substantial  reductions in Volatile Organic Compound emissions have
      been  achieved  in 2000  following  the  completion  of the Marine  Vapour
      recovery system in 1999.

- --    BP operates  and has a 29.5%  interest in the  Central  Area  Transmission
      System (CATS), a 400-kilometre  natural gas pipeline system in the central
      UK sector of the North Sea. The pipeline has a transportation  capacity of
      1.7 billion cubic feet per day (bcf/d).  It carries both  proprietary  and
      other companies' gas volumes to a natural gas terminal at Teesside,  North
      East England.  CATS offers its customers the choice of gas  transportation
      services or  transportation  and processing via two 600 mmcf/d  processing
      trains with the capability to deliver NGL for export or for local industry
      with gas  entering  the UK National  Transportation  System.  In 2000 CATS
      handled throughput of 1.5 bcf/d.

                                       32

- --    BP, as AIOC operator, manages and has 34.1% interest in the Western Export
      Route Pipeline between  Sangachal,  which is near Baku in Azerbaijan,  and
      Supsa on the Black Sea coast of Georgia.  AIOC also operates the Azeri leg
      of the Northern Export Route Pipeline  between  Sangachal and Novorossiysk
      in Russia.  The  combined  capacity of the  pipelines  is in excess of 200
      mb/d.  Negotiations  with  transit  countries  for the  development  of an
      additional  export  pipeline with a capacity of 1 mmb/d from  Sangachal to
      Ceyhan  on  the  Turkish  Mediterranean  coast  were  progressed.  Transit
      agreements were completed with the governments of Azerbaijan, Georgia, and
      Turkey to support implementation of a 1 mmb/d pipeline from Baku to Ceyhan
      on the Turkish  Mediterranean  coast. Based on these agreements in October
      2000,  BP along  with  seven  partners  formed  a  consortium  to  promote
      development of the Baku-Tbilisi-Ceyhan (BTC) pipeline as the key long-term
      export  route for oil from  Azerbaijan.  The  additional  export  capacity
      provided would be expected to be largely taken by future  production  from
      ACG and other Azerbaijan developments.

- --    In Alaska  agreement  was reached among the major North Slope gas resource
      owners (BP,  ExxonMobil and Phillips) to form a joint gas pipeline project
      study team,  headquartered in Anchorage.  The key programme  activities in
      2001   will   be   conceptual   design,   project   costing,    permitting
      considerations,  commercial  structure,  and overall viability.  The focus
      will  be  on  route  evaluation  and  selection  leading  to a  filing  of
      applications with US and Canadian  regulatory  agencies.  Construction was
      initiated on an $86 million gas-to-liquids  demonstration unit, located in
      Nikiski, Alaska. This plant will utilize BP's compact reformer technology,
      enabling  a   significant   improvement   in   gas-to-liquids   commercial
      competitiveness. Plant start-up is on track for 2002.

Liquefied Natural Gas

       Within BP, the Exploration and Production business is responsible for the
supply of Liquefied  Natural Gas (LNG) and Gas and Power is responsible  for the
subsequent marketing and distribution of LNG (see details under Gas and Power --
International Gas and LNG Activities).

      In Trinidad  and Tobago,  we have a 34% interest in the first train of the
Atlantic LNG plant and are the sole supplier of natural gas to this train, which
commenced operations in February 1999. Year 2000 sales to the plant averaged 435
mmcf/d of gas and 1 mb/d of NGL. In the fourth  quarter of 2000,  government and
partner  approvals  were obtained to expand  Atlantic LNG by an  additional  two
trains,  through an  investment  of $900 million  gross.  BP has a minimum 38.3%
interest  in the second and third  trains and will supply 50% of the gas for the
second train and 75% for the third train.

      In  Indonesia,  the VICO (100%  equally  held by BP and LASMO)  operations
produced in excess of 1.2 bcf/d gas to supply the LNG plant at Bontang.  Of this
total,  approximately 250 mmcf/d is the BP net share. VICO, as well as operating
the extensive East Kalimantan  pipeline network,  is gas co-ordinator for all of
the  approximate 4 bcf/d gas feedstock to the Bontang  facility and is technical
advisor to PT Badak,  the LNG plant operating  company.  Bontang,  currently the
world's largest LNG facility,  consists of eight LNG trains with a nominal total
capacity of 22.6 million tonnes per annum,  with the possibility of expanding to
a ninth train being considered.

      We have a 10%  equity  shareholding  in the  Abu  Dhabi  Gas  Liquefaction
Company (ADGAS), which in 2000 supplied 5.2 million tonnes of LNG.

      In Australia,  our share of LNG produced from the North West Shelf natural
gas  development  (BP 16.7%)  remained in line with that of the previous year at
1.3 million tonnes.



                                       33

                                  GAS AND POWER


      In  September  1999,  we  announced  the  creation  of a new Gas and Power
business,  which has been reported as a separate  segment since January 1, 2000.
The Gas and Power  business  was created to market our  substantial  natural gas
reserves and to develop a leading gas and power marketing and trading  business.
Since its inception,  we have been investing in both  organizational  capability
and capital assets to grow this new business segment.

       The  business is  organized  into three  activities:  gas  marketing  and
trading;   international   gas  and  liquefied  natural  gas  (LNG);  and  power
activities. On January 1, 2001, the natural gas liquids (NGL) business,  located
in North America (USA and Canada),  was moved to the Gas and Power business from
Refining  and  Marketing.  It will be  included  in the  marketing  and  trading
activities.



                                                                 Years ended December 31,
                                                                ------------------------
                                                                2000      1999       1998
                                                               -----     -----      -----
                                                                       ($ million)
                                                                          
Turnover ................................................     16,081     5,323      4,800
Total replacement cost operating profit .................        186       211         58
Total assets.............................................      4,511     1,682      1,614
Capital expenditure and acquisitions.....................        279        18         95


       Marketing  and  trading  activities  within the stream are focused on the
relatively  open and  liberalized  gas and power markets of North  America,  the
United  Kingdom and certain  parts of the Rest of Europe,  although  elements of
long-term  gas   contracting   activity  are  also  still  included  within  the
Exploration  and Production  stream.  Our business is built on the foundation of
our major gas  supply  reserves  being  within  or in close  proximity  to these
markets.  As gas and  power  markets  converge,  our  recent  entry  into  power
marketing and trading is a logical extension of our gas business.  We market and
trade BP and third  party gas and, to a much  lesser  extent,  power and related
energy  management  services.  Our NGL  business,  a part of our  North  America
marketing and trading  activities,  is engaged in the processing,  fractionation
and marketing of ethane,  propane,  butanes and pentanes  extracted from natural
gas.

      International gas and LNG activities involve  developing  opportunities to
monetize  our  upstream  gas  resources,  and as such,  are  conducted  in close
collaboration   with  the  Exploration  and  Production   business.  Our
international gas strategy is to capture a  disproportionate  share of growth in
the international demand for gas and is focused on emerging markets, such as the
Asia Pacific region, where substantial demand growth is expected. LNG activities
are focused on the  marketing  and  trading of BP and third party LNG.  There is
close linkage between the LNG supply activities in the upstream business and Gas
and Power's LNG marketing and trading activities.

      In addition to power marketing and trading activities,  we are involved in
several  gas-fired  power  generation  projects.  Our power strategy  focuses on
projects  that either  monetize our equity gas and/or  cogeneration  projects on
Group sites that contribute  additional value from the reduction of Group power
costs and/or enable excess power to be sold.

Marketing and Trading Activities

       Our marketing and trading  activities are  concentrated in the markets of
North America and the United  Kingdom.  Since the creation of Gas and Power,  we
have  realized  growth in gas sales volumes from 8.9 bcf/d in 1999 to 14.5 bcf/d
in 2000.  Much of this growth was realized in North America (76%) and the United
Kingdom (15%).



                                                                Years ended December 31,
                                                                ------------------------
Gas sales volumes (a)                                           2000      1999       1998
                                                               -----     -----      -----
                                                              (thousand cubic feet per day)
                                                                          
UK.......................................................      2,526     1,693      1,910
Rest of Europe...........................................        178       167         72
USA......................................................      6,524     4,047      3,798
Rest of World............................................      5,243     3,023      2,739
                                                               -----     -----      -----
Total....................................................     14,471     8,930      8,519
                                                               =====     =====      =====


(a)    Includes marketing, trading and supply sales.



                                       34

       Our  policy  toward  natural  gas price risk is  described  in Item 11 --
Quantitative and Qualitative Disclosures about Market Risk.

North America

      BP is the leading  natural  gas  producer  in North  America,  the world's
largest  natural gas market.  We are  building our gas and power  marketing  and
trading  business in North America upon this strong  foundation.  Our 2000 North
American  total  gas sales  volumes  grew from 5.4 bcf/d in 1999 to 9.7 bcf/d in
2000.  Of these  volumes,  3.6 bcf/d  (1999 3.0  bcf/d)  were  supplied  from BP
upstream producing operations.  The sales volumes were a mixture of sales to end
users,  sales to  trade  counter  parties  and term  sales.  Additional  volumes
associated  with `over the  counter'  transactions  (OTC),  NYMEX  options,  and
futures (also known as financial  trading  activity) were a small  proportion of
total sales.

      Our North  America gas marketing  and trading  strategy  seeks to maximize
returns from building a distinctive  network of connected assets,  customers and
activities  thereby  optimizing  our portfolio and supply chain  management  and
adding value through trading.  In support of this, during 1999, we announced the
acquisition of ProGas,  Canada's second largest natural gas aggregator.  We have
continued  to  make  acquisitions  with  the  September  2000  purchase  of  IGI
Resources,  a non-regulated  marketer of natural gas to industrial  customers in
the  Pacific  Northwest.  IGI is  well  located  with  respect  to our  upstream
resources  and  provided  access  to some  575  customers  and gas  sales of 0.6
trillion  British  thermal  units per day  (Btu/d).  We also  purchased an 18.5%
shareholding  in  GreenMountain.com,  one of the premier  green and clean energy
consumer  marketers in the United States with 135,000  customers in  California,
Pennsylvania, Connecticut and New Jersey.

       Marketing and trading of electrical  power is a natural  extension of our
gas business. During 2000, we became a top ten trader of power on the West Coast
of the United States.

      Effective  January 1, 2001, the North  American  natural gas liquids (NGL)
business was  transferred  from  Refining and  Marketing to Gas and Power.  This
transfer recognizes that NGL are an integral part of the overall gas value chain
and will also take  advantage  of our gas  marketing  and trading  skill base in
North America.  The majority of BP's NGL is marketed on a wholesale  basis under
annual  supply  contracts  that  provide  for  price  redetermination  based  on
prevailing  market  prices.  Sales  volumes of NGL  averaged  324,000  b/d (1999
319,000 b/d). NGL is also supplied to our chemical and refining  activities.  We
operate and/or own natural gas processing facilities across North America with a
total capacity of over 12 bcf/d. We own or have an interest in five fractionator
plants in Canada and the United  States.  Two of these are  located in Canada in
Forst  Saskatchewan,  Alberta and Sarnia  Ontario,  and three are located in the
United  States in Hobbs,  New Mexico,  Baton Rouge,  Louisiana and Mont Belvieu,
Texas. During 2000, additional gas processing capacity came on stream in Western
Canada to support the growth of our natural gas  production in Alberta,  as well
as BP Chemicals' activities in the province.

United Kingdom

      The gas market in the United  Kingdom is significant in size and is one of
the most progressive in terms of deregulation  when compared with other European
markets.  BP is the largest producer of natural gas in the UK. Our Gas and Power
business is conducted  there through BP Gas Marketing  Limited,  a gas and power
marketing  and trading  company and through BP Energy  Limited,  a company  that
provides  energy  management  and  combined  heat and  power  (CHP)  development
services to UK industrial and commercial  customers.  Total gas sales have grown
in the UK from 1.7  bcf/d in 1999 to 2.5  bcf/d in 2000.  Of these  volumes  1.7
bcf/d (1999 1.3 bcf/d) were supplied from our upstream  producing  operations.
Some of the gas is sold under long term gas supply  contracts to customers  such
as Centrica. However, the majority of gas sales are to commercial and industrial
customers,  power generation companies and via long-term supply deals with other
gas wholesalers. We also trade physical gas on the UK spot market.

       This year we launched `IdEA', a total energy management  service targeted
at larger commercial and industrial  customers and have had initial success with
customers such as GM, Nestle,  Ford and others.  We also  established a contract
this year to provide emissions credit management services to IMERYS.

       We have a 10% interest in the Interconnector, a 1.9 bcf/d, 240-kilometre,
40-inch sub-sea  natural gas pipeline  between Bacton in the UK and Zeebrugge in
Belgium,  which  effectively  links the gas  markets  of the UK and  Continental
Europe.

Rest of Europe

       We are beginning to build a gas and power marketing and trading  business
in Northern and Southern  Europe.  Our interest in the European market is driven
by the size and growth  potential of the market,  deregulation and the proximity
of BP gas supplies.

                                       35

      In Northern Europe, we have a 25.5% interest in Ruhrgas, Germany's largest
gas  transmission  and  distribution  company.  In October  1999, we commenced a
15-year  contract to supply 15 billion  cubic  metres of natural gas to Ruhrgas.
This gas is supplied to Ruhrgas from the UK via the Interconnector. In addition,
during  2000 we  established  a  marketing  office in  Rotterdam  and  commenced
marketing  activities  in the  Netherlands  and Belgium.  BP's sales  volumes in
Northern Europe were not significant by the end of 2000.

       In Southern Europe, our activities in 2000 were largely focused in Spain,
a gas  market  that has been  projected  to double in size from 1999 to 2006 and
which has generally been  liberalized more quickly than many other EU countries.
We were the first  foreign  company to secure a licence  permitting us to market
natural gas to  industrial  consumers  outside the former  monopoly,  and by the
fourth quarter of 2000 had secured some 7% of the eligible industrial market. In
December  2000,  we  applied  for and were  awarded a further  licence to market
power. In the summer of 2000, with BP's oil marketing  business,  we launched BP
Energia,  an  on-line  integrated  offer of  energy  products  and  services  to
customers.

International Gas and LNG

       Our  international  gas and LNG  activities  are  focused  on  developing
worldwide  opportunities to capture international gas growth and to monetize our
upstream gas resources.

      Construction is underway on the Bahia de Bizkaia project in Bilbao, Spain,
an    integrated    2.75   billion   cubic   metres   per   annum   (bcma)   LNG
import/regasification   and  800  megawatt   combined  cycle,   gas-fired  power
generation facility. BP has a 25% equity share in the facility and BP equity gas
from Trinidad and Tobago will supply the facility.  After  regasification of the
LNG, approximately 40% of the gas will feed the power plant, while the remaining
gas will be fed into the local natural gas distribution system.

      China is another area of activity.  Currently,  gas meets only two percent
of China's  energy needs,  but this is expected to increase to between seven and
eight  percent by 2010.  BP  announced in March 2000 that it had plans to form a
natural gas  marketing  joint  venture with  PetroChina  aimed at supplying  the
rapidly  growing energy markets of eastern  China.  The two companies  intend to
co-operate in building infrastructure, potentially including an LNG terminal and
to supply  imported  and  domestic  gas to the regions  around  Shanghai and the
Yangtze River Delta.  The alliance  additionally  allows BP  involvement  in the
West-East  China gas pipeline and, longer term, the potential to market gas from
East Siberia where BP has an interest in the  substantial  Kovyktinskoye  field.
Both these options are subject to feasibility studies and appropriate approvals.
In August 2000, we signed a joint venture  framework  agreement with  PetroChina
for gas marketing in the East China provinces of Anhui,  Jiangsu,  Zheijiang and
the Shanghai municipality.  We are one of the four bidders for China's Guangdong
LNG  regasification  terminal.  In March  2001,  BP was  selected  to enter into
exclusive  negotiations  to secure the  position as the  foreign  partner in the
joint venture tasked to develop China's first LNG import terminal.

  We recently entered into a long term gas sales agreement to supply and deliver
33.6  trillion  Btu per  year of gas for 20  years in the form of LNG to AES for
their power projects in the Dominican  Republic in the Caribbean,  beginning mid
2002. This is the first BP branded LNG sale with no assigned reserves.

      We were one of three successful bidders for LNG tanker offloading capacity
at the Cove Point  import  facility in  Maryland on the Eastern  seaboard of the
USA. We obtained access to 250 mmcf/d of Cove Point's capacity.  The terminal is
expected to be in operation in 2002. Cove Point will provide an important access
point for bringing our LNG supplies into the US market.

      In July 2000, we ordered two LNG tankers from Samsung Heavy  Industries in
Koje,  South  Korea.  The order,  worth in excess of $300  million,  includes an
option to purchase three additional ships.  Delivery on the first is expected in
2002 and on the second in 2003. These LNG ships will be owned and operated by BP
Shipping  and  will  provide  valuable  LNG  transportation  capacity.   Capital
expenditure on the LNG tankers in 2000 was $130 million.

       As described under the heading  `Exploration  and  Production,  Midstream
activities -- liquefied  natural gas',  our major LNG supplies are from Trinidad
and Tobago,  VICO in Indonesia,  ADGAS in Abu Dhabi and the  Northwest  Shelf in
Australia.

Power Activities

     In addition to power  marketing and trading,  we are currently  involved in
four power generation  construction  projects. We primarily participate in power
projects that support  monetization of our equity gas and cogeneration  projects
on BP sites that are advantaged by the existence of  gas-to-power  capabilities,
for example in connection with chemical manufacturing. Three of the projects are
described  below,  while the fourth  project,  the Bahia de  Bizkaia  project in
Bilbao, Spain, is covered under the description of International Gas and LNG, as
it is primarily a gas monetization project.


                                       36

       Capital  expenditure  in connection  with our power  generation  projects
totaled $77 million in 2000, and is expected to increase to $196 million in 2001
as we work to bring each plant on line.

      We  have  announced  plans  at BP's  largest  refining  and  petrochemical
complex,  located in Texas City,  Texas,  for the South Houston  Integrated Site
Cogeneration  project.  BP will have 90%  ownership of this 820 MW  cogeneration
plant, which will provide low cost steam, power and process heat to our refining
and  chemicals   businesses.   The  project  will  provide  improved  generation
efficiency,  reduced  power costs and reduced  nitrogen  oxide  emissions at the
site. BP will supply gas to the plant and its excess generation capacity will be
used to support power marketing and trading activities.

       At the BP Chemicals'  site in Baglan,  south Wales,  General  Electric is
testing and  commercializing  the world's largest single gas turbine in a 500 MW
combined  cycle  cogeneration  project.  The plant will  provide  both steam and
electricity to BP Chemicals,  reducing site energy costs. BP will provide gas to
the power plant under a 15-year  contract and will market the surplus power from
the plant to local industrial users.

      In December,  our power plant project at Great  Yarmouth in the UK entered
its commissioning phase. This project is a 400 MW gas-fired plant, which will be
operated as a merchant plant, i.e. that it sells to `spot' customers without any
long-term  contracts,  and BP is  expected  to provide  gas to the plant.  While
initially BP owned 60% of this project,  BP is now the sole owner as a result of
the ARCO  acquisition.  Capital  expenditure  at Great  Yarmouth in 2000 was $60
million (1999 $20 million and 1998 $20 million).



                                       37

                             REFINING AND MARKETING

     Our  Refining  and  Marketing  business is  responsible  for the supply and
trading,  refining,  marketing  and  transportation  of crude oil and  petroleum
products to wholesale and retail customers. Until December 31, 2000, it was also
responsible for the wholesale  marketing of natural gas liquids (NGL) in the USA
and Canada,  which was transfered to the Gas and Power stream on January 1,2001.
BP markets its products in over 100 countries.  It operates  primarily in Europe
and  North  America,  but  also  markets  its  products  across  South  America,
Australasia and in parts of South East Asia and Africa.



                                                                 Years ended December 31,
                                                                ------------------------
                                                                2000      1999       1998
                                                               -----     -----      -----
                                                                       ($ million)
                                                                          
Turnover (a).............................................    112,815    62,893     48,437
Total replacement cost operating profit..................      3,908     1,840      2,564
Total assets.............................................     47,879    27,248     21,029
Capital expenditure and acquisitions.....................      8,750     1,634      1,937
                                                                      ($ per barrel)
Global Indicator Refining Margin (b).....................       4.22      1.24       2.10
- ----------


(a)   Excludes BP's share of joint venture  turnover of $13,112 million in 2000,
      $17,117 million in 1999, and $15,080 million in 1998.

(b)   The  Global  Indicator  Refining  Margin  (GIM)  is the  average  of seven
      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.

     There are four key  components  of the Refining and  Marketing  stream each
with its own focus and  strengths.  In  refining,  the focus is on  top-quartile
performance and  integration  across the Group; to measure this we primarily use
the regional  refining  surveys by Solomon  Associates to assess our competitive
position  against  benchmarked  industry  measures such as costs per barrel.  In
retail,  the focus is on high-growth  geographical  areas and customer  segments
through the convenience-store market. In lubricants,  Castrol and BP are leading
brands,  giving increased  access to growth in both margin and volume.  Finally,
the stream's commercial and industrial  activities,  such as aviation, are being
refocused into customer-focused business segments to capture margin and growth.

      Refining and Marketing  manages a portfolio of assets which we believe are
competitively  advantaged  across  the  chain  of  downstream  activities.  Such
advantage may derive from several factors,  including  location,  operating cost
and physical asset quality.

     The merger of BP and Amoco on  December  31, 1998 and the  acquisitions  of
ARCO,  Burmah Castrol and the  ExxonMobil  interest in the fuels business of the
BP/Mobil European joint venture in 2000 substantially  strengthened our position
in refining and marketing.  We are one of the leading  refiners and marketers of
gasoline  and  hydrocarbon  products  in the USA. We have  extensive  retail and
commercial  businesses  in the UK, the Rest of Europe,  Australasia,  Africa and
South East Asia.  Worldwide,  BP  continues  to be a leading  marketer of fuels,
served by a refining  network with key  refineries  among the top  performers in
their regions.

      During  2000,   the   acquisitions   of  ARCO  and  Burmah  Castrol  added
approximately  26,000  employees to the refining and  marketing  business.  This
increase was partly offset by the  integration and  rationalization  of business
activities during the year which resulted in some 3,600 employees  leaving.  The
overall  effect of the  activity in 2000 was to increase  employee  numbers from
45,250 at the start of the year to 67,700 at the year end.


                                       38

       In December 1999, we agreed with  ExxonMobil  the principles  under which
the  BP/Mobil  European  joint  venture  would be  dissolved  in response to the
European  Commission's  authorization of the Exxon and Mobil merger.  Within the
joint  venture BP  operated  and had a 70%  interest in the fuels  refining  and
marketing  operation,  and  ExxonMobil  operated  and had a 51%  interest in the
lubricants business.  Under the agreement BP purchased ExxonMobil's 30% interest
in the fuels  business  for $1.5  billion  with effect  from August 1, 2000.  In
addition,  the two  companies  divided  the  assets of the  lubricants  business
broadly in line with their equity stakes (Mobil 51%, BP 49%). This  dissolution
was substantially  completed in 2000, thus increasing BP's share of all European
markets where the fuels joint venture was active.  ExxonMobil retained ownership
of their Gravenchon (France) lubricants refinery, and acquired BP's share in the
Dunkerque  (France)  base oil  refinery.  BP  retained  ownership  of the Neuhof
(Germany) lubricants refinery.

Refining

       Our key objective is to operate a refining  system more  profitably  than
those of our  competitors.  We  constantly  review  our  refineries  in terms of
advantaged  characteristics and dispose of those which do not meet the criteria.
Advantaged  characteristics  relate  to  supply  --  the  refinery's  geographic
position in relation to the market; clean fuels -- how the refinery supports our
clean fuels strategy;  and  integration  value -- how the refinery adds value by
virtue of integration with other parts of the Group's business.  We believe that
one result of pursuing this objective will be the reduction in the ratio between
our own refining  supply and the volumes we market to roughly  60-70%,  from the
level of around 90%  existing in 1999.  In addition  to  applying  the  criteria
relating to advantaged characteristics,  BP's strong focus on reducing operating
costs and optimizing yields will continue.

     Our  refineries   are  integrated   with  our  global  supply  and  trading
activities.  An internal measure which we use to target and monitor  performance
in this area is commercial  performance,  measured in cents per barrel.  This is
the aggregate incremental income resulting from optimization of refining's crude
and product slates under  prevailing oil market price structures and taking into
account sustainable operational improvements.

      Commercial  performance  has  provided  over $0.23 per barrel of new value
each year since 1998. This is incremental  commercial performance over and above
the  previous  year.  Applying  a  simple  rule of  thumb,  a $0.01  per  barrel
commercial  performance  improvement  equates to about $8  million of costs.  We
believe that the tight  integration of our trading and supply  activities is the
main reason we can realize this premium.

     Consistent with our assessment of advantaged  characteristics,  we sold the
Alliance  refinery in Louisiana,  USA, in September 2000. In addition,  BP's 30%
ownership  in  its  Singapore   refinery,   along  with  three  wholly-owned  US
refineries,   Salt  Lake  City  (Utah),  Mandan  (North  Dakota),  and  Yorktown
(Virginia), and their associated facilities,  have been offered for sale. We are
targeting  to  complete  the sales  process in 2001.  This will reduce our gross
crude distillation capacity to 2,913 mb/d.

       Through the  combination  with ARCO, BP acquired full ownership of ARCO's
Carson (California) and Cherry Point (Washington) fuels refineries. In addition,
BP owns and operates  three  further US fuels  refineries at Texas City (Texas),
Whiting (Indiana), and Toledo (Ohio).

       BP  operates  seven  European  fuels  refineries.   These  are  Bayernoil
(Germany),  Castellon (Spain),  Coryton (UK), Grangemouth (UK), Lavera (France),
Mersin  (Turkey) and Nerefco (the  Netherlands).  All the  refineries are wholly
owned by BP, except for  Bayernoil,  Mersin,  and Nerefco where BP's interest is
55%,  68%,  and 69%,  respectively.  Additionally,  BP has a 17% interest in the
Reichstett  refinery in France, with the other shareholders being Total 18%, and
Shell, its operator, 65%.

      In the rest of the  world  BP  operates  three  principal  refineries:  at
Brisbane and Kwinana in Australia,  and Singapore.  BP has a 50% interest in the
Durban refinery in South Africa,  which is operated by our partner Shell,  and a
24% shareholding in the New Zealand Refining Company which is publicly listed on
the New Zealand stock exchange.


                                       39

       The following  tables set out by area the crude oil and other  feedstocks
processed in the years 1998 through 2000 by the BP Group for its own account and
for  third  parties,  and for the  Group  by  other  refiners  under  processing
agreements, and the Group's refinery capacity utilization.



                                                                 Years ended December 31,
                                                                 ------------------------
Refinery throughputs                                            2000      1999       1998
                                                               -----     -----      -----
                                                                (thousand barrels per day)

                                                                             
United Kingdom (a).......................................        324       271        296
Rest of Europe (a).......................................        602       540        551
United States............................................      1,625     1,340      1,489
Rest of World............................................        365       371        362
                                                               -----     -----      -----
                                                               2,916     2,522      2,698
For BP by others.........................................         12        19         13
                                                               -----     -----      -----
Total....................................................      2,928     2,541      2,711
                                                               =====     =====      =====

Refinery capacity utilization
Crude distillation capacity at December 31, (a) (b)......      3,203     2,801      2,815
Crude distillation capacity utilization (c)..............        95%       95%        94%


- ----------


(a)   Includes the BP share of the BP/Mobil  European joint venture until August
      1, 2000.

(b)   The crude distillation  capacity figures are based on gross rated capacity
      which assumes no loss of capacity due to  shutdowns.  The figures for 2000
      reflect the unwinding of the BP/Mobil  European  joint  venture,  Alliance
      refinery sale, and  acquisition of ARCO  refineries.  The figures for 1998
      reflect the disposal of the Lima refinery in mid-1998.

(c)   Crude  distillation  capacity  utilization  is defined  as the  percentage
      utilization  of  capacity  per  calendar  day over the year  after  making
      allowances  for  average  annual  shutdowns  at BP  refineries  (net rated
      capacity).

      In 2000, we operated our refineries in the USA at an average of 97% of net
rated capacity (1999, 95% and 1998, 95%), our European  refineries at 96% (1999,
94% and 1998, 95%) and our refineries in the rest of the world at 87% (1999, 96%
and 1998, 89%).

      Deeper integration  between Refining and Marketing and Chemicals is key to
increasing profitability and strengthening our relative competitive position. In
November we announced  the formation of the South  Houston  Integrated  Site, an
organizational structure which encompasses our operations at the Chocolate Bayou
chemical plant, the Texas City chemical plant, the Texas City refinery, chemical
operations  at Cedar Bayou and Stratton  Ridge,  and BP's assets at the Sterling
Chemicals' site in Texas City. The South Houston  Integrated  Site  organization
will enable BP to capture the  efficiencies  and synergies from operating  these
manufacturing  facilities  as one  integrated  site in a similar  way to that at
Grangemouth.

      In 2000 we completed  construction of a project at the Brisbane  refinery,
Australia  enabling the production of low sulphur fuels,  starting October 2000.
Capital  expenditure  at the refinery in 2000 was $110 million (1999 $50 million
and 1998 $20 million).  The Toledo refining  repositioning project was completed
in 1999. Capital  expenditure on this project was $50 million in 1999 (1998 $130
million).  Planned investment on clean fuels in European  refineries is expected
to be approximately $0.3 billion in the next four years, with a similar total in
the US.

      In 2000,  emissions of greenhouse  gases  (primarily  carbon dioxide) were
reduced  by more than 5%  compared  with  1998,  primarily  through  operational
actions,  including  approximately  2% since  1999.  Additional  reductions  are
planned through  continued energy  efficiency  improvements and participation in
the internal BP trading programme.


                                       40

Marketing

      Marketing   comprises  three  business  areas:   Retail,   Commercial  and
Industrial,  and  Lubricants.  We market a  comprehensive  range of refined  oil
products worldwide. These products include gasoline, gasoil, marine and aviation
fuels, heating fuels, LPG, lubricants and bitumen.

       The following table sets out refined product sales by area. A significant
increase in sales was  achieved in 2000 as a result of the  acquisition  of ARCO
and  ExxonMobil's  interests in the BP/Mobil  European fuels business during the
year.



                                                                 Years ended December 31,
                                                                 ------------------------
Sales of refined products (a)                                   2000      1999       1998
                                                               -----     -----      -----
                                                                (thousand barrels per day)
Marketing sales:
                                                                             
  United Kingdom (b)(c)..................................        256       235        261
  Rest of Europe (b).....................................        901       794        769
  United States..........................................      1,937     1,542      1,504
  Rest of World..........................................        662       615        603
                                                               -----     -----      -----
Total marketing sales (d)................................      3,756     3,186      3,137
Trading/supply sales (d).................................      2,103     1,816      1,665
                                                               -----     -----      -----
Total refined products...................................      5,859     5,002      4,802
                                                               =====     =====      =====
                                                                     ($ million)
Proceeds from sale of refined products (b)...............     79,171    44,248     44,446


- ----------

(a)   Excludes sales to other BP businesses.

(b)   Includes the BP share of the BP/Mobil  European joint venture until August
      1, 2000.

(c)   UK area  includes the UK-based  international  activities  of Refining and
      Marketing.

(d)   Marketing sales are sales to service stations, end-consumers, bulk buyers,
      jobbers and small resellers.  Trading/supply  sales are to large unbranded
      resellers and other oil companies.

      The following table sets out marketing sales by major product group:



                                                                 Years ended December 31,
                                                                 ------------------------
Marketing sales by product                                      2000      1999       1998
                                                               -----     -----      -----
                                                                (thousand barrels per day)
                                                                             
Aviation fuel............................................        474       366        292
Gasolines................................................      1,505     1,298      1,256
Middle distillates.......................................        939       765        796
Fuel oil.................................................        338       319        322
Other products...........................................        500       438        471
                                                               -----     -----      -----
Total marketing sales ...................................      3,756     3,186      3,137
                                                               =====     =====      =====


       In marketing our aim is to grow our customer  base,  both in existing and
new  markets -- in terms of  attracting  new  customers  and by covering a wider
geographic  area.  We are  aiming at  increasing  our  per-customer  revenue  by
attracting  retail  customers to spend more in  convenience  stores and business
customers to spend more on value-added services and solutions.

      Our  objective  is  to  create  a  more  capital-efficient,  higher-return
business by  differentiating  where we choose to invest  directly  from where we
seek to invest through partners. In addition we recognize that our customers are
demanding a wider choice of fuels,  particularly fuels that are cleaner and more
efficient.


                                       41

Retail

       In retail,  we  differentiate  between  two  distinct  segments:  a fuels
segment in which we  distribute  fuel to retail  customers  through  dealers and
jobbers,  and a  convenience  segment,  incorporating  an  integrated  fuel  and
convenience  store  offering,  the  operation  of which will  either be directly
managed or franchised. We plan to concentrate investment primarily in developing
additional store space on existing real estate in our core metropolitan markets.



                                                                 Years ended December 31,
                                                                 ------------------------
Shop sales (a)                                                  2000      1999       1998
                                                               -----     -----      -----
                                                                        ($million)
                                                                             
UK.......................................................        357       265        231
Rest of Europe...........................................        663       569        513
USA......................................................      1,251       542        543
Rest of world............................................        353       365        356
                                                               -----     -----      -----
Total....................................................      2,624     1,741      1,643
                                                               =====     =====      =====
Direct -- managed........................................      1,397       994        991
Franchise................................................      1,154       707        626
Shop alliances...........................................         73        40         26
                                                               -----     -----      -----
Total....................................................      2,624     1,741      1,643
                                                               =====     =====      =====



(a)   Shop sales reported are sales through direct managed stations, franchisees
      and the BP share of shop  alliances  and  joint  ventures.  Sales  figures
      exclude sales taxes and lottery sales but include quick service restaurant
      sales.  The sales  include the BP share of the  relevant  sales within the
      BP/Mobil European joint venture, until August 1, 2000.

       Our  retail  network  is   concentrated  in  Europe  and  the  USA,  with
established  operations in Australasia  and Southern  Africa.  We are developing
networks in China, Poland, Russia and Venezuela.

      During 2000 we launched a retail  strategy  that builds on our  advantaged
locations,  strong  market  positions  and brand that will  offer our  customers
cleaner  fuels,  a wider range of services  and a  distinctive  food offer.  The
opening of the first 'BP Connect'  site  reflecting  the new brand  image,  site
design and offer took place in London during  December,  2000, and by the end of
the year four 'BP Connect'  sites were in operation.  During 2001,  the business
focus  will be on  rolling  out the new  brand  image,  site  design  and  offer
principally in designated  metropolitan markets in the USA and the UK. We expect
to open around 320 new 'BP Connect' sites in 2001.

      At the same  time as we are  rolling  out the new  convenience  offer,  we
continue to improve the efficiency of our retail  network by reducing  operating
costs through a process of regularly reviewing the network. Actions taken during
2000 have included  divesting  sites and networks,  principally in those markets
where our growth will be focused on a fuels only offer delivered through dealers
and jobbers.  Alongside  this activity,  we have  continued to upgrade  existing
sites and invest in new sites,  principally in markets where we believe there is
growing demand for our full convenience  offer.  This strategy is applied to all
our retail  networks,  including  those that were  operated for part of the year
within the BP/Mobil  European  joint venture.  At December 31, 2000,  there were
approximately 29,000 BP, Amoco and ARCO branded service stations worldwide. This
number is expected to decline over the next few years.

      During  2000  we  continued  implementation  of  two  major  environmental
initiatives.  In 1999 we  announced  our  'Clean  Cities'  initiative  to market
cleaner  fuels in some of the world's most  polluted  cities by the end of 2000.
During 2000 we launched  this  initiative in 41 major cities around the globe to
bring  the  total  number  of  cities  covered  by the year  end to 56.  We also
announced  in 1999 a  programme  to  incorporate  solar  power into our  service
stations.  By the end of 2000 over 200  service  stations  had been  fitted with
solar panels having a total power capacity greater than 3.5 MW.

      At December  31,  2000,  BP's retail  network in the USA  comprised  about
17,300  service  stations  of which  approximately  11,900  were  jobber  owned.
Acquisition  of ARCO during the year has added about 1,800 service  stations and
convenience  locations  on the West Coast to the  existing  networks,  which are
concentrated mainly in the Midwest, East and Southeast.  Developments in the USA
during 2000 included the  divestment of about 360 service  stations in line with
the strategy to concentrate  ownership of real estate in markets  designated for
development of the convenience offer.


                                       42

      In the UK and the Rest of  Europe,  BP's  network  comprised  about  7,900
service  stations at December 31, 2000. We continued to expand our joint venture
agreement  with  Safeway  p.l.c.  in the UK and  have now  redeveloped  51 sites
incorporating a Safeway  convenience store. In France, we continued to implement
co-operative  retailing  arrangements with our partner Huit a Huit, and opened a
further 17 stores in this format during 2000 bringing the total to 50. In Poland
and Russia,  we continued to expand our retail  network,  with the addition of a
further 26 retail sites during 2000 giving a total of 161 in these countries.

      At  December  31,  2000  BP's  retail  network  in the  rest of the  world
comprised some 3,800 service stations. Our established networks are primarily in
Australia, New Zealand,  Southern Africa and South East Asia. In addition BP now
has some 146 branded  sites in Poland,  Venezuela,  China and Japan where we are
expanding  networks.  During 2000 as part of our strategic alliances in China BP
has agreed with Sinopec in principle to form a joint venture to acquire,  revamp
or build 500 fuels service  stations in the Zhejang  Province,  East China.  The
dual-branded  service  stations will sell gasoline  produced by Sinopec and sell
other  petroleum  products  supplied by each partner.  In addition BP has agreed
with  PetroChina  in  principle to build a fuels  marketing  business in China's
coastal  provinces  with the prospect of further  expansion  into other regions.
Including some existing sites, the companies aim to build or acquire 150 service
stations in the first year of operation,  and to maintain that momentum  towards
building a significant retail presence within five to seven years.

Commercial and Industrial

       In  our  Commercial  and  Industrial  business  we aim  to  attract  more
customers through innovation in multi-product offers and cleaner fuels, packaged
with a range of  value-added  services  and  solutions,  thus aiming to increase
customer  spend and growth in volumes  at above the rate of market  growth.  For
example,  our offer to  Commercial  and  Industrial  customers  has  expanded to
include BP's leading edge risk management services with a complete line of clean
fuels and energy saving  lubricants.  Our  Commercial  and  Industrial  business
operates in  Australasia,  Europe,  Southern  Africa and the USA.  This business
includes the supply of fuel,  LPG, and bitumen to industrial and domestic users.
In 2000, our business grew through the acquisition of ARCO, the ExxonMobil share
of the BP/Mobil  European  fuels business and the creation of  bpdirect.com,  an
e-commerce web site for US customers coast to coast.

       Our aviation  business sells jet and other aviation fuels to airlines and
general aviation  customers as well as providing  technical services to airlines
and airports.  In 2000, BP's aviation  business  purchased a turbine  lubricants
business to further expand our customer  offer.  During the last few years,  the
aviation  business  has  strengthened  its position in  established  markets and
pursued  opportunities in new or emerging  markets.  The business now markets in
approximately 95 countries and is the third largest jet fuel supplier globally.

Lubricants

      We  manufacture  and market  lubricant  products  and also supply  related
products  and  services  to  business  customers  and  end-consumers  in over 60
countries directly, and to the rest of the world through local distributors. Our
business is concentrated  on the higher value sectors of automotive  lubricants,
especially in the consumer sector,  but also has a strong presence in commercial
sectors such as marine and specialized industrial segments.

       Our Lubricants business was transformed during 2000 by the acquisition in
July of Burmah  Castrol,  which has  operations in over 50 countries and has the
world's  leading  automotive  lubricants  brand.  During the year,  the BP/Mobil
European joint venture was dissolved  with BP resuming  operation of business in
line with our 49% share of the  lubricants  business.  We have four major brands
under our control (BP, Castrol, Duckhams and Veedol).

       Our  lubricants  business  is  organized  by  market  segment.  The  main
characteristics of each part of the business are as follows:

      Consumer  markets:  We  supply  lubricants,  other  products  and  related
business services to intermediate  customers (e.g. retailers,  workshops) who in
turn serve end-consumers (car,  motorcycle,  leisure craft owners) in the mature
markets of Europe and North America and also in the fast growing  markets of the
developing  world (Asia,  India,  Middle East,  South  America and Africa).  The
Castrol  brand is  recognized  worldwide  and we believe it  provides  us with a
significant competitive advantage.

       Commercial vehicle and general industrial  markets:  We supply lubricants
and lubricant related services to automotive  manufacturers and other industrial
customers.


                                       43

       Marine  market:  We supply  lubricants and fuels,  on a global basis,  to
major shipping  companies as well as to small fishing vessel  operators.  We are
the leading  global  participant in the marine  lubricants  market and operate a
network of offices and supply points in more than 900 ports across 90 countries.
During  2000,  we formed an  innovative  global  strategic  partnership  `Marine
Alliance' with Unitor, a major supplier of marine consumables,  to supply a full
range of  products  and  services  to  marine  customers.  This  partnership  is
targeting market growth while enabling costs to be eliminated.

       Specialist   industrial  market:  We  supply   metalworking   fluids  and
lubricants alongside a range of business services, such as fluid management,  to
the  metal  component  manufacturing  sector.  We also have a  significant  high
performance industrial lubricants business in some key markets.

Supply and Marketing of NGL

      As of January 1, 2001,  our NGL  business was  transferred  to the Gas and
Power stream and the activities are described in the Gas and Power section under
the heading 'Marketing and Trading Activities -- North America'.

Supply and Trading

       We are  one of the  world's  major  traders  of  crude  oil  and  refined
products,  dealing extensively in physical and futures markets. Our portfolio of
purchases and sales is spread among spot, term, exchange and other arrangements,
and covers a range of sources and  customers  to match the  location and quality
requirements of the Group's refineries and the various markets, while seeking to
ensure   flexibility  and   cost-competitiveness.   In  addition,   the  Group's
oil-trading  division  undertakes trading in physical and paper markets in order
to contribute to the Group's income.

Transportation

       Our Refining and Marketing business owns,  operates or has an interest in
extensive  transportation   facilities  for  crude  oil,  refined  products  and
petrochemical  feedstocks  in the US. It also has interests in a number of crude
oil and product pipelines in the UK and the Rest of Europe.

       We transport crude oil to our refineries  principally by ship and through
pipelines  linking our refineries  with import  terminals.  We have interests in
seven major crude oil pipelines in the UK and the Rest of Europe and thirteen in
the USA.

       Bulk products are transported between refineries and storage terminals by
pipeline,  ship,  barge, and rail.  Onward delivery to customers is primarily by
road. We have  interests in nine major product  pipelines in the UK and the Rest
of Europe and six in the USA.  We also have  interests  in a major  natural  gas
pipeline,  four NGL pipelines,  and many smaller  pipelines.  In total,  we have
interests in some 36,000 kilometres of pipeline,  of which about  three-quarters
are located in North America.

      In March  2000,  BP acquired an  additional  one-third  interest in Destin
Pipeline LLC in the Gulf of Mexico  increasing our ownership to  two-thirds.  We
assumed operatorship in July, and will assume control over commercial activities
in January, 2002.

      In May 2000, BP acquired  several  transportation  assets of ARCO Pipeline
Company (as part of the ARCO acquisition) including refined products, chemicals,
NGL and selected crude oil pipelines.  In 2000, BP acquired ownership  interests
in Olympic  Pipeline LLC, a former ARCO refined  products joint venture pipeline
serving Seattle,  Washington and Portland, Oregon. We purchased a further 25% in
July giving us 62.5% ownership of Olympic and assumed operatorship.

       In November  2000, BP sold its carbon  dioxide  transportation  assets in
West Texas to Occidental Petroleum.

Shipping

       BP Shipping owns or operates an international  fleet of crude and product
tankers and LNG carriers  carrying  cargoes for the Group and for third parties.
It also  offers a wide  range  of  services  to Group  and  third  party  marine
customers.

       At  December  31,  2000 the Group  owned an  international  fleet of four
Product Carriers, totalling approximately 0.15 million deadweight tons (dwt). It
also had an interest in six LNG carriers  which are dedicated to  transportation
of Australian North West Shelf LNG.


                                       44

       Excluding BP companies in the USA, the Group had eighteen  tankers (eight
Very Large Crude Carriers  (VLCCs),  eight Medium Crude Carriers and two Product
Carriers)  totalling  approximately  3.57 million  dwt, on long-term  charter at
December 31, 2000.

      BP  companies  in the USA had 26 tankers  (two  VLCCs and 17 Medium  Crude
Carriers and seven Product Carriers),  totalling  approximately 2.72 million dwt
on long-term charter along with five barges, and five other barges on short-term
charter. Four of the Medium Crude Carriers,  totalling 0.65 million dwt, were in
temporary lay-up at the end of 2000.

       In addition,  a large number of small vessels are used by Group companies
around the world.

       BP has  contracted  to bareboat  charter two more  Product  Carriers  for
delivery in 2001 and to build three Medium Crude  Carriers for delivery  between
2003 and 2005.


                                       45

                                    CHEMICALS

       Our  Chemicals  business is a major  producer of  petrochemicals  through
subsidiaries and associated  undertakings.  BP has operations principally in the
USA and Europe, and increasingly in the Asia-Pacific  region.  Chemicals is also
responsible for the supply,  marketing and distribution of chemical  products to
bulk, wholesale and retail customers.



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                2000      1999       1998
                                                               -----     -----      -----
                                                                        ($ million)
                                                                           
Turnover (a).............................................     11,247     9,392      9,691
Total replacement cost operating profit .................        760       686      1,100
Total assets.............................................     13,674    13,021     12,562
Capital expenditure and acquisitions.....................      1,585     1,215      1,606
                                                                         ($/tonne)
Chemicals Indicator Margin (b)...........................        121(c)    114        139


(a)   Excludes BP's share of joint venture  turnover of $67 million in 2000, nil
      in 1999 and 1998.

(b)   The   Chemicals   Indicator   Margin  (CIM)  is  a  weighted   average  of
      externally-based  product margins.  It is based on a market data collected
      by Chem Systems in their quarterly market analyses, then weighted based on
      BP's product portfolio.  While it does not cover our entire portfolio,  it
      includes a broader  range of products than our previous  indicator.  Among
      the  products  and  businesses  covered  in the CIM are  the  olefins  and
      derivatives, the aromatics and derivatives,  linear alpha olefins,  acetic
      acid,  vinyl acetate  monomer and  nitriles.  Not included are fabrics and
      fibres, plastic fabrications, poly alpha olefins,  anhydrides, engineering
      polymers and carbon fibres,  speciality  intermediates,  and the remaining
      parts of the solvents and acetyls businesses.

(c)   Provisional.  The data for the  current  year is  based on  eleven  months
      of actual data and one month of provisional data.

      Chemicals margins are largely cyclical in nature and in 2001, the chemical
industry's  external  environment is expected to continue to be under  pressure.
The  external  drivers of our results in 2001 are  expected to be market  demand
levels, new industry supply starting up and pressures on feedstock prices.

       Our strategy is to create competitive advantage in petrochemicals through
adding value to Group  hydrocarbons,  industry  cost  leadership,  world-leading
technology, strong market positions, and a bias to high growth products.

       The Chemicals portfolio comprises three main sectors:

       Aromatics  and  Derivatives.  In this  sector our  strategy is focused on
extending  current  leading  global  positions,  with new capacity and increased
leadership in technology.

      Olefins and Polymers.  This sector will be  repositioned  during 2001 with
the proposed deals with Solvay and an increased share of  Erdolchemie.  Combined
with the Appryl  transaction  in 2000; we expect these steps will take us into a
position among the global market  leaders.  For management  purposes the Olefins
and Polymers sector is split into two geographic regions; Europe, Africa and the
Middle East and the Americas and Asia.

      Intermediates.  In this  sector  we  offer a  distinctive  portfolio  with
leading  technologies.  Our  investment  will be in growth  markets  and will be
supported by active  portfolio  management  beginning with the divestment of the
Fabrics  and  Fibres  and  the  Plastic   Fabrication  Group  (the  Fabrications
busineses).

       The portfolio is underpinned by five strategic tenets:

      Adding value to BP Group  hydrocarbons.  As the  petrochemicals  arm of an
'oil  major',  this is a key element of our  competitive  advantage,  notably by
combining  feedstock,  refining and chemical  processing across large integrated
sites/sytems.  An example of this is in the Houston area where  pipelines  and a
single management structure allow us to operate four, previously separate, sites
as a single-system, the South Houston Integrated site.

                                       46

      Industry  cost  leadership.   Increasing   competitive  pressures  in  the
chemicals  industry require an enduring focus on cost reduction and we have made
cost management an ongoing part of our business.  We plan to aggressively reduce
underlying  costs in 2001 through a number of targeted  actions e.g. lower costs
from more efficient  procurement,  reduced waste in our conversion processes and
the application of new technology.  We also intend to manage costs structurally,
by focusing our  investment  on a limited  number of  world-class  manufacturing
sites. By limiting the number of sites,  we benefit from increased  economies of
scale and  integration  of chemical  operations  along the various  value chains
associated with our portfolio.

      World  leading   technology.   We  believe  technology  will  continue  to
distinguish  the most  successful  companies  from  their  competitors.  Leading
technology makes us a preferred  supplier and a preferred joint venture partner,
and this in turn  should  bring us  increased  market  share  and  access to new
markets.  We intend to maintain  and extend our  leadership  in the  fundamental
technologies that underpin our core businesses. By way of example, our strengths
in  catalysis,  oxidation  and fluid bed  technology  continue  to  enhance  our
leadership positions across the portfolio from polymers to basic petrochemicals.
BP already has a number of leading  technologies  in operation  and is currently
investing in production capacity,  utilizing recent breakthroughs in butanediol,
vinyl acetate monomer and ethyl acetate manufacture.

      Strong market positions. This can be measured in a number of ways, such as
market  share,  growth  potential or  performance  in terms of returns.  We have
global leadership in paraxylene,  purified teraphthalic acid (PTA), acetic acid,
acrylonitrile,  trimellitic  anhydride (TMA) and a number of other products.  We
have also  instituted  a  programme  of  marketing  initiatives  to improve  our
commercial  capability.  The  programme  includes  developments  in  e-commerce,
including the introduction of web-based marketing channels.

       Bias to higher  growth  products.  The majority of the BP portfolio is in
market sectors which have historically grown faster than the industry average.

       We will therefore continue to focus our portfolio,  by investing in areas
offering a good fit and divesting  where there is insufficient  alignment,  with
the strategic tenets described above.

       During 2000,  we reviewed our strategic  direction as the  petrochemicals
arm of an integrated energy company and announced  structural  changes that will
change the portfolio of businesses within Chemicals and reorganized our internal
management  structure into four business areas. The most significant  structural
changes were as follows:

- --    We announced our  intention to acquire from Bayer the 50% of  Erdoelchemie
      we do not already own; we expect the transaction to complete in the second
      quarter of 2001.

- --    We and Solvay  announced in December  2000 that we had signed a memorandum
      of understanding  aimed at strengthening  our polymers  businesses in both
      Europe and the United  States.  Solvay will  transfer  its US and European
      polypropylene  businesses  to BP.  The  two  companies  will  combine  our
      European high-density  polyethylene businesses into a 50-50 joint venture.
      In the US, the agreement will lead to a 49%/51% joint venture for Solvay's
      current high density polyethylene  business. In addition, BP will transfer
      its engineering polymers business to Solvay. The proposed transaction will
      be  subject  to the final  agreement  of both  parties  and to  regulatory
      approval  by the  relevant  authorities,  as  well  as  consultation  with
      workers' representatives. Completion is anticipated in mid-2001.

      Appryl,  the  French  polypropylene  joint  venture  formed  by BP and Elf
      Atochem in 1986, was dissolved with effect from December 29, 2000. BP took
      over the 280  thousand  tonnes per annum  (ktepa)  polypropylene  plant at
      Grangemouth,  UK,  which  started  production  in September  2000.  BP and
      ATOFINA have set up a 50-50 manufacturing joint venture in Lavera, France,
      operated  by  ATOFINA.  Production  from the plant  will be split  equally
      between the two partners.  ATOFINA will take over the site at Gonfreville,
      France, and the automotive compounds business.

      In January 2001,  we announced  our  intention to divest the  Fabrications
businesses.  This will  allow us to focus on a narrower  set of  leading  global
positions, linked more closely to BP's hydrocarbon streams.

                                       47

Manufacturing Facilities

      BP has  large-scale  manufacturing  facilities  in Europe and the USA. The
Group's major sites, with our share of their capacities are:  Grangemouth (2,184
ktepa) and Hull (1,453 ktepa) in the UK;  Lavera  (1,836 ktepa) in France;  Marl
(636  ktepa) and  Dormagen  (2,325  ktepa) in  Germany;  Geel  (1,772  ktepa) in
Belgium;  and Texas City,  Texas (2,913 ktepa),  Chocolate  Bayou,  Texas (3,248
ktepa), Decatur,  Alabama (2,237 ktepa), and Cooper River, South Carolina (1,328
ktepa) in the USA.

      We also aim to grow in the Asia-Pacific region, which offers prospects for
demand growth. The intention is to build further on the positions that the Group
now holds in Taiwan,  China,  Malaysia and Korea through  deeper  investment and
commercial  relationships.  Our share of capacity in Asia (largely through joint
ventures) amounts to about 2,800 ktepa as follows:  Indonesia (470 ktepa), Korea
(661 ktepa), Malaysia (848 ktepa), Taiwan (693 ktepa) and China (100 ktepa).




                                                                 Years ended December 31,
                                                               --------------------------
Production by region                                            2000      1999       1998
                                                               -----     -----      -----
                                                                    (thousand tonnes)
                                                                           
UK.......................................................      3,137     3,737      3,734
Rest of Europe...........................................      6,713     5,993      5,648
USA......................................................      9,874     9,917      9,148
Rest of World............................................      2,341     2,206      2,040
                                                               -----     -----      -----
Total Production (a).....................................     22,065    21,853     20,570
                                                               =====     =====      =====


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

      The following table shows BP production  capacity by major products and by
product group at December 31,2000.



                                                 Olefins        Olefins
                               Aromatics    and Polymers   and Polymers
                         and Derivatives          Europe   America/Asia   Intermediates   Total
                         ---------------    ------------   ------------   -------------   -----
                                                (thousand tonnes per annum)
                                                                        
Purified teraphthalic acid......   5,408             --              --              --   5,408
Ethylene........................      --          1,172           1,587              --   2,759
Paraxylene......................   2,558             --              --              --   2,558
Polypropylene...................      --            746           1,319              --   2,065
Styrenics.......................      --          1,477              --              --   1,477
Polyethylene....................      --            813             420              --   1,233
Acetic acid/anhydride...........      --             --              --           1,821   1,821
Linear/poly alpha olefins.......      --             --              --             987     987
Acrylonitrile...................      --             --              --             880     880
Other (a).......................     424          3,506             826           2,932   7,688
                                  ------         ------          ------          ------  ------
Total                              8,390          7,714           4,152           6,620  26,876
                                  ======         ======          ======          ======  ======


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

(a)   Includes BP 50% share of Erdolchemie.

      BP's  petrochemical  products  are  sold  to  companies  in  a  number  of
industries that  manufacture  components  used in a wide range of  applications.
These include the agriculture,  automotive,  construction,  furniture, household
products, insulation,  packaging, paint, pharmaceuticals and textile industries.
Our products are marketed  through a network of sales  personnel  and agents who
also provide technical services.


                                       48

Aromatics and Derivatives

      The leading market  positions of our key products give us access to a wide
range of high-quality  options, both in terms of investments and growth options.
We strive to be number  one or two in terms of market  share in the  markets  in
which we compete, and we are currently a global leader in PTA and paraxylene. We
aim to bias our portfolio towards products which have been growing about 8-10% a
year overall.  This is about three times the rate of global  economic growth and
compares with an estimated  average of 4% for the  petrochemicals  industry as a
whole.

      We plan to  continue to focus our  portfolio  in areas where we have clear
competitive advantage driven by the strategy described earlier. We withdrew from
our joint-venture  Singapore aromatics complex in 2000. We also started building
two new PTA plants in the Far East in China and Taiwan,  which  should  commence
operation in 2003. During the course of 2000, we announced  development of a new
technology  for  producing  PTA,  which  will allow BP to  substantially  reduce
capital and variable costs in new PTA plants as well as lowering emissions.

Products

      PTA is  important  as a raw material  for the  manufacture  of  polyester;
purified  isophthalic acid (PIA) is used for isopolyester  resins and gel coats;
napthylene   dicarboxylate  is  used  for  photographic   film  and  specialized
packaging.

       BP  is  the  world's  largest  producer  of  PTA,  with  an  interest  in
approximately  21% of the world's PTA capacity.  PTA is  manufactured  at Cooper
River,  South Carolina and Decatur,  Alabama,  in the USA, Geel in Belgium,  and
Kuantan in  Malaysia.  We also produce PTA through  joint  ventures in Korea (BP
35%),  Taiwan  (BP 50%),  Indonesia  (BP 50%),  Brazil  (BP 49%) and  Mexico (BP
8.55%).  The joint venture site in Taiwan is the largest PTA production  site in
the world, followed by our Cooper River site which is the second largest.  These
two, together with the Korean joint venture and Decatur sites represent
four of the five largest PTA production sites in the world.

       PIA is produced in Joliet, Illinois; Geel, Belgium; and by the AGIC joint
venture  (BP 50%) with  Mitsubishi  Gas  Chemical  Company in Japan.  Napthylene
dicarboxylate is produced at our plant in Decatur, Alabama.

       BP is one  of the  world's  largest  producers  of  paraxylene  (PX)  and
metaxylene  (MX), the feedstocks  for PTA and PIA,  respectively.  PX and MX are
produced from mixed xylene  streams  acquired from BP refineries and third party
producers.  The Aromatics and Derivatives  business is fully integrated in using
our manufactured paraxylene as feedstock for the production of our PTA product.

Major Activities

- --    BP's Korean PTA joint venture, Samsung Petrochemical Company Limited (SPC)
      (BP 35%) acquired Samsung General Chemicals (SGC) PTA plant (360 ktepa) in
      Korea at a cost of $220 million at the end of 2000.

- --    Advanced  manufacturing  technology  projects  continued at Texas City and
      Decatur during 2000. These initial projects are the beginning of a broader
      plan to implement the introduction of leading edge process  technology and
      control systems.  This will create extensively  automated facilities which
      are  integrated  with  supply from the nearby  refineries  and demand from
      downstream products.

- --    In  Belgium,  work was  completed  on a 420-ktepa PX unit at our Geel site
      costing  $260  million  Capital  expenditure  at this site in 2000 was $40
      million, (1999 $100 million and 1998 $120 million). The unit was placed in
      service  in  April,   2000  and  is  based  on  our   technology   for  PX
      crystallization  incorporating new process and catalyst technologies first
      implemented at our Decatur site in 1997.

- --    Two new PTA plants have  started  construction  in China and Taiwan  using
      BP's newly  announced  PTA  technology.  The Zhuhai (BP 80%) unit will add
      350-ktepa  capacity  at a cost of $360  million,  of which $50 million was
      spent in 2000.  A new plant at our CAPCO joint  venture in Taiwan (BP 50%)
      will add a further 700-ktepa  capacity at a cost of $440 million.  The new
      Zhuhai and CAPCO  units are both  expected to  commence  operation  in the
      first half of 2003.

- --    Expansion  of the PTA plant at Cooper  River is  planned to begin in 2001.
      This will  result in a 160 ktepa  capacity  addition to the plant which is
      expected to come on line in the first half of 2002.



                                       49

Olefins and Polymers

      Our goal is to achieve a strong  polymers  market  position.  Through  the
Appryl  dissolution  we will  acquire  operational  control  of a  polypropylene
business.  The proposed Solvay deals would increase our  polypropylene  business
and our interests in global high density  polyethylene (HDPE) and the additional
50%  share of  Erdoelchemie  represents  an  increase  of some 10% of our  total
chemicals  production  volumes.  In  addition  to these  business  repositioning
changes, we will continue with investments in our existing  businesses.  We will
build on our existing technology base, for example,  metallocene  catalyst , the
proprietary technology used in INNOVENE,  our gas phase polyethylene  production
process. Our product portfolio is biased to differentiated products for example,
HDPE and polypropylene,  which will be further enhanced as a result of the above
transactions.

      Our  internal  organization  splits  this  business  into  two  geographic
regions; Europe, Africa and the Middle East and the Americas and Asia.

Products

      We produce and market the basic  petrochemical  building blocks,  known as
feedstocks, that are used primarily as raw material for other chemical products.
Feedstock  chemicals  are derived from the steam  cracking of liquid and gaseous
hydrocarbons.  The olefins -- ethylene,  propylene and butadiene -- are produced
by crackers at Grangemouth,  UK; Lavera,  France (BP 50%); Dormagen,  Germany by
Erdolchemie (BP 50%) (to be increased to 100% in 2001);  Chocolate Bayou, Texas;
and Kertih,  Malaysia (BP 15%). These crackers produce the raw materials for the
production  of  derivative  products  including   polyethylene,   polypropylene,
acrylonitrile,  styrene,  ethanol and ethylene oxide, which are also produced at
various BP plants.

      The  polymers  product  line  includes  polypropylene,  used  for  moulded
products,  fibres  and  films;  polyethylene,  used  for  packaging,  pipes  and
containers; and styrene  polymers used in packaging and  containers.  We are the
second-largest  producer  of  polypropylene  in  the  world.   Polypropylene  is
manufactured at Chocolate  Bayou and Cedar Bayou,  Texas and Geel,  Belgium.  In
addition, BP operates a new polypropylene plant at Grangemouth,  UK commissioned
during 2000 and from 2001 we have an interest in the manufacturing joint venture
at Lavera, France. BP has its own proprietary polypropylene technology.

      We are one of Europe's  leading  producers and suppliers of  polyethylene,
the  world's  most  widely  used  plastic.   BP  operates   linear  low  density
polyethylene (LLDPE) and HDPE plants at Grangemouth,  Lavera, Merak in Indonesia
(BP 51%) and at Kertih in Malaysia (BP 60%). A low density  polyethylene  (LDPE)
plant is operated at Wilton,  UK.  Erdolchemie  (BP 50%) also produces LLDPE and
LDPE at Dormagen in Germany.

       We operate  styrene  monomer  plants at Texas City,  Texas in the USA and
Marl in Germany.  Polystyrene  plants are operated at Marl and Wingles in France
and Trelleborg in Sweden.  Expanded  polystyrene  plants are operated at Wingles
and Marl.

Europe, Africa and Middle East -- Major Activities

- --    In the UK,  as  part of  completion  of a major  $825-million  development
      programme,  a 270-ktepa ethylene expansion at Grangemouth is scheduled for
      completion  in the first  quarter of 2001 at a total cost of $250  million
      Capital  expenditure on this expansion in 2000 was $120 million (1999 $100
      million and 1998 $20 million). When the expansion is complete, Grangemouth
      will  have  1  million  tonnes  of  ethylene  capacity.   This  additional
      production will feed new plants both at Grangemouth and Hull, which are to
      be  commissioned  between the fourth  quarter 2000 and the second  quarter
      2001.

- --    As part of the  Grangemouth  expansion  programme,  a new 300-ktepa  LLDPE
      polyethylene plant employing enhanced high productivity process technology
      was commissioned in December 2000 at a total cost of $220 million. Capital
      expenditure  in 2000 was $70  million,  (1999  $110  million  and 1998 $40
      million).

      As part of the  programme,  we are  converting an existing  LLDPE Plant at
      Grangemouth to HDPE  manufacture.  The converted  plant is scheduled to be
      commissioned   during  second  quarter  of  2001  providing   30-ktepa  of
      incremental polyethylene capacity.

- --    The dissolution of the Appryl polypropylene joint venture with ATOFINA was
      completed in December 2000.

- --    BP agreed in principle to purchase Bayer's 50% stake in Erdolchemie.

- --    BP and  Solvay  announced  in  December  2000  that  they  have  signed  a
      memorandum  of  understanding   aimed  at  strengthening   their  polymers
      businesses.


                                       50

Americas and Asia -- Major Activities

- --    Advanced manufacturing  technology projects were started at Texas City and
      Chocolate  Bayou.  These  initial  projects are the beginning of a broader
      plan to implement the introduction of leading edge process  technology and
      control systems.  This will create extensively  automated facilities which
      are integrated with supply from the refineries  nearby and demand from the
      downstream products.

- --    BP continued  feasibility  studies on a $2.7-billion joint venture project
      for an  integrated  ethylene  cracker  complex in China with the  Shanghai
      Petrochemical Company.

- --    Bataan  Polyethylene  Corporation,  a  joint  venture  in the  Philippines
      between BP (38%),  Petronas,  Sumitomo and local  Philippine  shareholders
      successfully commissioned a 250-ktepa polyethylene plant during the fourth
      quarter of 2000.

Intermediates

      As with  Aromatics,  we aim to be  global  number  one or two in  terms of
market share in markets where we compete. New investments will build on existing
leadership positions and distinctive  technology,  for example  breakthroughs in
butanediol  manufacture.  The  divestment  of the  Fabrications  businesses  are
consistent  with our  strategic aim of focusing the portfolio on a smaller range
of global leading positions.

Products

      These  businesses  add  value  to raw  materials  produced  by  our  other
chemicals  businesses  and include acetic acid and its  derivatives;  a range of
solvents  and  industrial   chemicals;   linear  alpha   olefins;   polybutenes;
acrylonitrile;   trimellitic   anhydride   (TMA),   used   by  the   automotive,
construction,  consumer goods, and packaging industries;  butanediol (BDO), used
in synthetic  materials and engineering  plastics;  and maleic  anhydride (MAN),
used in a wide range of plastics  and resins.  This  sector  also  includes  the
Fabrications businesses which are to be divested.

       We are a major  supplier of acetic acid, a versatile  chemical  used in a
variety  of  products   such  as   foodstuffs,   textiles,   paints,   dyes  and
pharmaceuticals.  BP has acetyls  operations in Europe, the USA, Korea (BP 51%),
China (BP 51%) and a new 400-ktepa plant in Kertih,  Malaysia (BP 70%) which was
commissioned in the fourth quarter of 2000.

       In Korea,  the Asian Acetyls  Company (BP 34%) operates a 150-ktepa vinyl
acetate  monomer  (VAM) plant.  BP currently  operates a 110-ktepa  VAM plant at
Baglan Bay, UK and has a toll manufacturing  agreement with Enichem for 50 ktepa
of VAM from Porto  Marghera in Italy.  A new  250-ktepa  VAM plant is  currently
under  construction  at Hull,  UK. This plant is due to be  commissioned  in the
middle of 2001 and  should  lead to the  subsequent  closure  of the  Baglan Bay
plant.

       BP is a leading  supplier of  polybutene  which we  manufacture  at Texas
City, Texas, and Whiting,  Indiana and at Lavera, France.  Polybutene is used in
fuel  additives,  lubricants,  adhesives,  sealants,  cable  filling  compounds,
personal  care  products,  in  polymer  modification,   tackified  polyethylene,
explosives and in many other products.

       Linear alpha  olefins (LAO) are used in the  production of  polyethylene,
for the manufacture of plasticizers for polyvinyl chloride,  to manufacture poly
alpha  olefins for synthetic  lubricants,  for the  production of  biodegradable
surfactants,  in synthetic-based  drilling muds for the oil field and for a host
of other intermediate and final products.  LAO are produced at our facilities in
Pasadena, Texas and Feluy, Belgium.

       BP is a leading  supplier of poly alpha  olefins,  high  viscosity  index
materials primarily used in the production of high performance,  environmentally
friendly,  synthetic lubricants and motor oils. These materials are manufactured
at our facilities in Deer Park, Texas and Feluy, Belgium.

       BP is the world's  largest  producer  and marketer of  acrylonitrile.  We
operate two  acrylonitrile  plants at Green Lake,  Texas and Lima,  Ohio.  Green
Lake, with a capacity of 460-ktepa, is the largest acrylonitrile production site
in the world. Acrylonitrile is also produced by Erdolchemie at Dormagen, Germany
and through a capacity rights  agreement with Sterling  Chemicals at Texas City,
Texas.  Additionally,  BP is  the  world's  largest  producer  and  marketer  of
acetonitrile, primarily sold into pharmaceutical applications.

       The anhydride business unit produces TMA and MAN at Joliet, Illinois, and
is the world's  largest  producer of TMA. In 2000,  we entered the global market
for BDO using our proprietary  technology in a world-scale  plant at Lima, Ohio.
BDO and its derivatives are used in pharmaceuticals,  a variety of personal care
products, plastics, auto parts and sports clothing.



                                       51

Major Activities

- --    Construction  is nearing  completion on a 220-ktepa ethyl acetate plant at
      Hull and a 110-ktepa  ethanol plant at  Grangemouth  at a combined cost of
      $200  million.  Expenditure  on these  projects in 2000 was $110  million,
      (1999  $60  million  and  1998  $10  million).  These  are  scheduled  for
      commissioning in the second and fourth quarter of 2001  respectively.  The
      ethyl acetate  investment is based on BP's  innovative  'direct  addition'
      method  which uses  ethylene  and acetic  acid and which does not  require
      ethanol as a raw  material.  To supply  ethylene to the new plants,  a $70
      million  pipeline has been installed  between  Teesside and Hull,  linking
      into the UK ethylene network.  Capital expenditure on the pipeline was $40
      million in 2000 (1999 $20 million and 1998 $10 million).

- --    Construction  continues on a  $145-million,  250-ktepa  VAM plant at Hull,
      which uses the proprietary BP LEAP technology based on fluid bed catalyst.
      Capital  expenditure  on this  plant in 2000  was $80  million  (1999  $40
      million and 1998 $10 million). The work is scheduled for completion in the
      third  quarter of 2001 and the plant will  ultimately  replace  production
      from  Baglan Bay and Porto  Marghera  and the Enichem  toll  manufacturing
      agreement.  The  capacity  of the new  plant is  planned  to  increase  to
      300-ktepa in 2002/3.

- --    In the fourth quarter of 2000,  construction  finished and a new BDO plant
      was  started at Lima in the USA.  The new line has a capacity  of 70 ktepa
      and cost $160 million. Capital expenditure on the plant was $50 million in
      2000 (1999 $90 million and 1998 $20 million).

- --    Construction of a $300-million,  250-ktepa LAO facility in Alberta, Canada
      is  also  nearing  completion.  It is  scheduled  to  come  online  during
      mid-2001.  Capital expenditure on the plant in 2000 was $170 million (1999
      $90 million and 1998 $30 million).

- --    During 2000, we sold the phathallic anhydride and phthalates businesses to
      Lonza SpA. As a result, the manufacturing  units at our Hull site will be
      shutdown during 2001.

- --    In early 2001,  we  announced  our  intention  to divest the  Fabrications
      businesses, targeted to happen in 2001.

- --    We  announced  in January  2001 our  intention to build a new 65-ktepa TMA
      plant at our existing PTA complex in Kuantan, Malaysia. The plant will use
      our newly developed  proprietary process technology.  The $150 million TMA
      plant is expected to be  completed  by the end of 2002 and will double our
      total TMA capacity to 130-ktepa.


                                       52

                         OTHER BUSINESSES AND CORPORATE

      Other Businesses and Corporate  comprises  Finance,  BP Solar, the Group's
coal asset and aluminium  asset,  its  investments  in  PetroChina  and Sinopec,
interest income and costs relating to corporate activities worldwide.



                                                                 Years ended December 31,
                                                                ------------------------
                                                                2000      1999       1998
                                                               -----     -----      -----
                                                                       ($ million)
                                                                          
Turnover (a).............................................        249       198        199
Total replacement cost operating loss....................     (1,110)     (826)      (374)
Total assets.............................................     11,970     2,643      3,516
Capital expenditure and acquisitions.....................     30,616(a)    284        501

- ----------


(a)   Capital  expenditure  and  acquisitions  includes  $27,506 million for the
      acquisition  of ARCO and $994 million for the  acquisition of interests in
      PetroChina and Sinopec.

       Finance co-ordinates the management of the Group's major financial assets
and liabilities.  From locations in the UK, Europe, the USA and the Asia Pacific
region, it provides the link between BP and the international financial markets,
and  makes  available  a range of  financial  services  to the  Group  including
supporting the financing of BP's projects around the world.

       Moody's and Standard and Poor's have assigned  long-term  debt ratings of
Aa1 and AA+, respectively, to BP.

       Finance has in place a Debt Issuance Programme, under which the Group may
raise an aggregate of $6 billion of debt for  maturities of one month or longer.
At  March  30,  2001  the  amount  drawn  down  against   this   programme   was
$2,237 million.

      BP Solar.  In 2000 we  renamed  our Solar  business  from BP Solarex to BP
Solar.  Our solar energy  business  increased  production  and  shipments by 31%
compared  with  1999,  selling  a total  of 42  megawatts  (MW) of  solar  panel
generating capacity (1999, 32MW and 1998, 27MW).  High-profile projects included
the USA's largest solar housing project in Los Angeles and installation of solar
panels to power apartments in the athletes' village at the Sydney Olympic Games.
In 2000, we converted 200 BP service stations worldwide to solar power.

       Coal  activity  consists of our 50% interest in PT Kaltim Prima Coal,  an
Indonesian  company.  This company operates an opencast coal mine at Sangatta in
Kalimantan, Indonesia.

      Aluminium is a  non-integrated  producer and marketer of rolled  aluminium
products,  headquartered in Louisville, Kentucky, USA. Production facilities are
located in Logan County, Kentucky and are jointly owned with Alcan Aluminum. The
primary  activity of our aluminium  business is the supply of aluminium  coil to
the beverage can business.

       Research,  technology and engineering  activities are carried out by each
of  the  major  business  streams  on  the  basis  of  a  distributed  programme
coordinated  by the BP Technology  Council.  This body provides  leadership  for
scientific,  technical and  engineering  activities  throughout the Group and in
particular promotes cross-business initiatives and the transfer of best practice
between businesses. In addition, a group of eminent industrialists and academics
form the Technology  Advisory  Council,  which advises senior  management on the
state of  technology  within  the Group and helps  identify  current  trends and
future developments in technology.

       Research and  development  is carried out using a balance of internal and
external  resources.  Involving third parties in the various steps of technology
development and application enables a wider range of technology  solutions to be
considered  and   implemented,   improving  the  productivity  of  research  and
development activities.

       The  innovative  application of technology and the rapid transfer of this
knowledge  through the Group make a key  contribution to improving BP's business
performance,  particularly  in the areas of the  introduction  of new  products,
safety, the environment,  cost reduction and efficiency of business  operations.
We believe that, in addition to improving existing business performance, the use
of innovative  technology can create new possibilities for the organic growth of
our energy- and petrochemical-related businesses.

       Insurance.  The Group  generally  restricts  its purchase of insurance to
situations  where this is required  for legal or  contractual  reasons.  This is
because  external  insurance is not  considered  an economic  means of financing
losses for the Group.  Losses will therefore be borne as they arise, rather than
being  spread over time  through  insurance  premia with  attendant  transaction
costs. The position will be reviewed periodically.


                                       53

                       REGULATION OF THE GROUP'S BUSINESS

United Kingdom

Licensing. Pursuant to, among other things, the Petroleum (Production) Act 1934,
all petroleum  existing in its natural  condition in strata in the UK or beneath
its territorial  waters (including its continental shelf) is the property of the
Crown,  and  licences to explore  for and produce it may be granted,  subject to
conditions,  by the  Secretary  of State for Trade and  Industry  (Secretary  of
State). These conditions include provisions relating to the term of the licence,
the  imposition  of  specific  drilling  obligations,  environmental  protection
controls,  controls over the development and  decommissioning of oil and natural
gas fields (including restrictions on production) and the payment of royalties.

Development of oil and natural gas reserves.  The  development and production of
UK oil and natural gas  reserves  (including  rates of  production)  require the
approval  or  consent  of the  Secretary  of State.  There have been a number of
policy  statements  by various  UK  Governments  over the years with  respect to
production controls. Although successive Governments have made it clear that the
imposition of production  cut-backs in order to facilitate a coherent  depletion
policy has been kept under review,  the steps taken by the Government  since the
early 1980s have tended to concentrate on encouraging  exploration,  development
and  production  and no  significant  cut-backs  of  previously  agreed rates of
production are known to have been imposed.

Other controls.  In addition to the regulatory powers of the Government referred
to above, the Secretary of State has wide powers over the oil field  operations,
including  gas  flaring,  the  installation,   use  and  tariffs  of  sub-marine
pipelines,  the  construction  or expansion  of refining  capacity and powers to
impose programmes for the eventual  decommissioning  of offshore  installations.
Furthermore,  the  Secretary  of State for  Transport  has powers to control the
positioning of offshore  installations  if the chosen location is in or is close
to a  shipping  lane.  The UK Health and Safety  Executive  has wide  powers and
duties in relation to offshore health and safety. BP is also subject to European
Union legislation,  in particular the Procurement  Directive which regulates the
procedure for awarding major contracts.

Petroleum revenue tax.  Petroleum revenue tax (PRT) was abolished in the Finance
Act 1993 in respect of oil and natural gas fields given  development  consent on
or after March 16, 1993 (Non-Taxable  Fields).  Profits from Non-Taxable  Fields
are charged to corporation tax under general principles. PRT is still charged on
profits from fields given development consent before that date (Taxable Fields).
PRT is charged in relation to Taxable Fields on profits from oil (which includes
gas except where  specifically  excluded by statute) won under licences  granted
under either the Petroleum  (Production) Act 1934 or the Petroleum  (Production)
Act (Northern  Ireland) 1964. It is charged on a  field-by-field  basis,  at the
rate of 50% for  chargeable  periods ending after June 30, 1993 (75% for periods
ending on or  before  that  date),  on the  assessable  profit  arising  in each
chargeable  period (normally the six months ending on June 30 and December 31 in
each year), as reduced by any allowable  losses and by an oil allowance  (unless
the  maximum  amount of oil  allowance  has already  been used),  and subject in
certain years to an overall  limit  (safeguard).  PRT is also  chargeable on any
consideration  received  in  connection  with  the use by other  fields  and the
disposal of certain 'qualifying  assets',  the expenditure on which is allowable
for PRT,  subject  to an  allowance  in the case of the use of  assets by fields
which are themselves liable to PRT.

       The assessable profit reflects, very broadly, the market value of oil won
less the costs of discovery and production,  including any Government  royalties
payable.  Interest and other  financing  costs are not deductible in determining
the assessable profit; instead, certain costs are designated as qualifying for a
supplement of 35% (uplift).  Uplift ceases for costs  incurred  after the end of
the  chargeable  period in which  the  field's  cumulative  income  exceeds  its
cumulative expenditure (payback).

       Oil allowance  exempts  certain  amounts from PRT. For each onshore field
and offshore field given development  consent before April 1982, an allowance of
up to 250,000  tonnes of oil per  chargeable  period is available,  subject to a
cumulative  total of 5 million tonnes.  For each onshore field and each offshore
field situated in the Southern Basin of the North Sea given development  consent
after March 1982, the oil allowance for chargeable periods ending after June 30,
1988 is 125,000  tonnes per chargeable  period and the  cumulative  total is 2.5
million tonnes. For each offshore field not situated in the Southern Basin given
development  consent  after  March 1982,  the  allowance  is 500,000  tonnes per
chargeable  period subject to a cumulative  total of 10 million tonnes.  The oil
allowance is shared by the  participants  in each field in  proportion  to their
shares of oil.  Safeguard  provides  that the total PRT  payable in respect of a
field is limited to 80% of the  amount (if any) by which the PRT  profits  for a
chargeable  period   (specially   adjusted  for  this  purpose)  exceed  15%  of
accumulated expenditure (as adjusted). Safeguard remains available after payback
has been reached for half as many periods again as it took to reach payback from
the first chargeable period.

                                       54

       Allowable  losses in any  chargeable  period can be set off  against  the
assessable profits of subsequent or, after making an appropriate claim, previous
periods  from the same field but, in  relation  to losses  arising in respect of
chargeable  periods  ending  after June 30,  1993,  the PRT  repayment  plus any
interest  thereon arising from the set-off of losses against profits of previous
periods  cannot  exceed 60% of the losses set off (85% in respect of  chargeable
periods ending after June 30, 1991 and on or before June 30, 1993). In addition,
relief is  available  against  the  assessable  profit  from a field for certain
expenditure  incurred  outside the field.  There are restrictions to prevent the
obtaining of relief for  expenditure  incurred in  connection  with  Non-Taxable
Fields against profits from Taxable Fields. Exploration or appraisal expenditure
incurred on or after March 16, 1983 and before March 16, 1993,  in respect of an
area for which no  development  decision  has been made,  may be set against the
assessable  profits of any  Taxable  Field  together  with any such  expenditure
incurred prior to that date which is designated as abortive.  There is no relief
for exploration  and appraisal  incurred after March 16, 1993 unless the Company
was already  committed  to it at that date and it is incurred on or before March
16,  1995.  There is an  additional  transitional  relief  for  exploration  and
appraisal  expenditure,  subject to certain conditions,  limited to a maximum of
(pound)10 million for expenditure incurred on or after March 16, 1993 and before
January 1, 1995.  Finally,  a loss from a Taxable  Field in which the winning of
oil has  permanently  ceased  which  cannot be relieved  against the  assessable
profits of that field can be claimed  against  the  assessable  profit  from any
other  Taxable  Field.  The  offset of  reliefs  is limited to prevent a company
buying into mature oil fields and setting  pre-acquisition  expenditures against
the assessable profits of that field.

Corporation tax.  Companies are also subject to corporation tax on their profits
or gains from oil extraction activities, although PRT is deductible in computing
any  corporation  tax liability.  There are  restrictions  on using reliefs from
other  activities  against profits or gains from oil extraction  activities,  or
from the  disposal of interests  in oil or of assets used in  connection  with a
field in the UK or a designated  area.  There is also an exemption  from capital
gains taxation and capital  allowance  clawback for certain exchanges of licence
interests  before the development  stage. An election can be made in relation to
expenditure  incurred  after June 30,  1991 for 100%  reliefs  for  certain  net
offshore  decommissioning  expenditure.  Losses created by these decommissioning
reliefs are available for set-off against profits of the previous three years.

United States

Tax. The State of Alaska  imposes  various  taxes on the Group's  operations  in
Alaska.  At  present,  these  include a  severance  tax on oil and  natural  gas
produced,  an ad  valorem  tax on all oil and gas  exploration,  production  and
pipeline  equipment and a corporate  income tax on companies  doing  business in
Alaska.  Following the Exxon Valdez oil spill, the State of Alaska passed an act
to finance the State's Oil and  Hazardous  Substance  Release  Response  Fund by
imposing a conservation  surcharge of $0.05 per barrel on all oil subject to the
State's oil and gas properties production tax.  Subsequently,  the State amended
the surcharge to suspend $0.02 per barrel of it when the balance in the Response
Fund exceeds $50 million, and as a result the net surcharge is $0.03 per taxable
barrel unless there is a spill that draws the Fund's  balance below $50 million.
Further,  losses  occurring in connection with a catastrophic  oil discharge are
not deductible as business  expenses in  determining  the gross value of oil for
tax purposes in the State of Alaska.

Pipeline  regulations.  The  Interstate  Commerce Act requires  common  carriers
engaged in the transport by pipeline of oil in interstate or foreign commerce to
file tariffs with the Federal Energy  Regulatory  Commission  (FERC) showing all
rates, classifications,  rules and practices between all points on their system.
It  also  prohibits  them  from  collecting  any  different   compensation   for
transportation from that specified in their approved tariffs.  Third parties, or
the FERC on its own  motion,  may  initiate  an  investigation  of any  proposed
tariff,  which  involves  the  scheduling  of a  hearing.  If the  FERC,  at the
conclusion of a hearing,  finds that a new or increased rate is  unreasonable or
discriminatory, or otherwise in violation of the Interstate Commerce Act, it may
order the carrier to cease and desist from charging  that rate,  may prescribe a
rate for the future and order refunds to shippers of collected  amounts found to
be unreasonable.  Similar corresponding  provisions at a state legislative level
and enforced through a state regulator may also apply to common carriers engaged
in the transport by pipeline of oil in intrastate commerce.


                                       55

                            ENVIRONMENTAL PROTECTION

Health, Safety and Environmental Regulation

       The Group is subject to numerous  national and local  environmental  laws
and regulations concerning its products,  operations and activities.  These laws
and  regulations  may require the Group to remediate  or  otherwise  redress the
effects  on the  environment  of prior  disposal  or  release  of  chemicals  or
petroleum substances by the Group or other parties. Such contingencies may exist
for various sites including refineries, chemicals plants, gas processing plants,
oil fields,  service stations,  terminals and waste disposal sites. In addition,
the  Group  may have  obligations  relating  to  prior  asset  sales  or  closed
facilities.  Provisions for  environmental  restoration and remediation are made
when  a  clean-up  is  probable  and  the  amount  is  reasonably  determinable.
Generally, their timing coincides with the commitment to a formal plan of action
or, if earlier,  on divestment or on closure of inactive  sites.  The provisions
made are considered by management to be sufficient for known requirements.

       The extent and cost of future environmental restoration,  remediation and
abatement  programmes are inherently  difficult to estimate.  They depend on the
magnitude of any possible contamination, the timing and extent of the corrective
actions  required and BP's share of liability  relative to that of other solvent
responsible  parties.  Though the costs of future  restoration  and  remediation
could be  significant,  and may be material to the results of  operations in the
period in which they are  recognized,  it is not  expected  that such costs will
have a material impact on the Group's financial position or liquidity.

      The Group's  operations are also subject to  environmental  and common law
claims  for  personal  injury  and  property  damage  caused by the  release  of
chemicals or petroleum substances by the Group or others. Proceedings instituted
by governmental  authorities are pending or known to be contemplated  against BP
and  certain  of  its  US  subsidiaries   under  US  federal,   state  or  local
environmental  laws, each of which could result in monetary  sanctions in excess
of $100,000.  No individual  proceeding is, nor are the  proceedings as a group,
expected  to have a  material  adverse  effect  on BP's  consolidated  financial
position or profitability.

       Management  cannot  predict  future  developments,  such as  increasingly
strict requirements of environmental laws and enforcement  policies  thereunder,
that might  affect the  Group's  operations  or affect the  exploration  for new
reserves or the products  sold by the Group.  A risk of increased  environmental
costs and impacts is inherent in particular operations and products of the Group
and there can be no assurance  that material  liabilities  and costs will not be
incurred  in the future.  In general,  the Group does not expect that it will be
affected  differently  from other  companies with  comparable  assets engaged in
similar  businesses.  Management  believes  that the Group's  activities  are in
compliance  in all material  respects  with  applicable  environmental  laws and
regulations.

       For a discussion of the Group's  environmental  expenditures see Item 5 -
Operating and Financial Review and Prospects - Environmental Expenditure.

       In December  1997,  at the Third  Conference of the Parties to the United
Nations Framework Convention on Climate Change in Kyoto, Japan, the participants
agreed on a system of differentiated internationally legally binding targets for
the first  commitment  period of  2008-2012.  The  range of  targets  in Annex I
countries  (OECD,  former Soviet Union and Eastern Bloc countries)  against 1990
levels of emissions is from -8% to +10% for a basket of the six main  greenhouse
gases. The USA agreed,  subject to ratification by the Senate, on a reduction of
7%,  and the  European  Union  on a  reduction  of 8%.  EU  member  states  have
undertaken  differentiated  commitments on the basis of 'burden sharing' to meet
the overall  Community target. If these targets are to be met, a major reduction
in the use of fossil fuels would be required, and this would be likely to have a
significant effect on BP's main businesses.  However,  the Group does not expect
that it will be affected differently from other companies with comparable assets
engaged in similar businesses.

       At the Sixth  Conference of the Parties to the United  Nations  Framework
Convention  on  Climate  Change  held in the Hague in  November  2000,  national
governments  failed to reach  agreement on the rules and mechanisms for delivery
of the greenhouse  gases reduction  targets.  The issue remains under debate and
international negotiations will continue in 2001.

       The   following  is  a  summary  of   significant   health,   safety  and
environmental legislation affecting the Group in 2000.


                                       56

United States

       The  Clean  Air Act and its  regulations  require,  among  other  things,
enhanced  monitoring  of major  sources of specified  pollutants,  stringent air
emission limits on chemical plant,  refinery,  marine and distribution  terminal
emissions,  risk management plans for storage of hazardous  substances,  and new
fuel specifications.

       Title V of the Clean Air Act requires  major  emission  sources to obtain
new  air  permits.  This  permitting  effort  is  underway  at  the  Group's  US
operations.  Title V also requires more  comprehensive  measurement of specified
air pollutants from major emission  sources.  Two aims of this regulation are to
provide  regulating  bodies with accurate data on emissions  from major sources,
and  to  enable  regulatory  authorities  to  better  evaluate  compliance  with
applicable emission  limitations.  Federal authorities have recently promulgated
monitoring requirements.

       Risk Management Plan regulations  require that any non-exempted  facility
that processes or stores a threshold  amount of a regulated  substance  prepares
and implements a risk management plan to detect, prevent and minimize accidental
releases.  Undertaking an offsite hazard  assessment,  preparing a response plan
and  dialogue  with  the  local  community  are the  primary  components  of the
programme.

       Additionally,  the Clean Air Act imposes specifications for motor vehicle
fuels that significantly impact petroleum refining and marketing operations.  In
nine urban areas with the highest  ozone  levels,  reformulated  gasoline  (RFG)
containing  oxygenates  and lower levels of benzene,  and having lower levels of
volatility,  was  introduced  beginning  January  1995.  The emission  reduction
requirements  have been  phased in over  time and are now  fully in  effect.  BP
manufactures  and markets fuels in some of these nine areas, as well as in other
areas that chose to join the RFG programme.

      Since  1992,   gasoline  sold  during  the  winter  in   approximately  40
metropolitan  areas with high carbon  monoxide levels must have higher levels of
oxygenates  such  as  methyl-tertiary-butyl-ether  (MTBE)  and  ethanol.  BP  is
providing  such  oxygenated  fuels  in a number  of US  markets.  Recently  some
environmental  groups and legislators have expressed opposition to the continued
use of MTBE as an oxygenate.  California has recently banned the use of MTBE due
to  contamination  and  public  health  concerns  and  other  states  and the US
Environmental  Protection  Agency  (EPA) have either  passed or are  considering
legislation to restrict or eliminate the use of MTBE.  Some  metropolitan  areas
have  been  able to  achieve  compliance  with  carbon  monoxide  standards  and
terminate their oxygenated fuels programmes.

      At the end of  1999,  the EPA  promulgated  its  Tier  2/Gasoline  Sulphur
Programme.  This  programme will impose new tailpipe  emission  standards on all
passenger vehicles while lowering the allowable  gasoline sulfur content.  These
standards will be phased in from 2004 to 2007.

       Beginning  1993,  the Clean Air Act limited  highway  diesel fuel sulphur
content to 500 parts per million. BP has been producing this fuel in many of its
US markets.  The Amendments  also require  service  stations  located in certain
ozone  non-attainment  areas to install  equipment to capture  gasoline  vapours
released during  refuelling.  At the end of 2000, the EPA adopted rules reducing
diesel sulphur  limits to 15 parts per million.  These rules will take effect in
2006.  Both the new  gasoline  rules  referred  to above and  diesel  rules will
require additions or upgrades to current refining facilities.

      The  Clean  Air Act also  requires  installation  of  'maximum  achievable
control  technology'  (MACT) over a ten-year period at certain types of industry
facilities that release certain specified toxic chemicals.  Additional  controls
could be required  if the EPA  determines  that an  unacceptable  residual  risk
remains  after  installation  of  MACT.  The  EPA  has  finalized  MACT  control
requirements  for certain  categories of chemical plants,  refineries,  gasoline
marketing terminals and marine terminals. Additional regulations on some sources
in  petroleum  refineries  were  proposed  in 1998.  These  are  expected  to be
finalized in 2001 with compliance  required in 2004. In order to comply with the
National Ambient Air Quality Standards, which were promulgated to protect public
health,  some States  will be  requiring  large  reductions  in the  emission of
Nitrogen Oxides,  which will require the addition of controls on some refineries
and chemical operations in the US.

      In addition to these required reductions, during the year 2000, BP reached
an  agreement  in  principle  with the EPA and several  states that would settle
alleged  violations of various Clean Air Act requirements.  A Consent Decree was
finalized in early 2001. This settlement,  which largely addresses  emissions of
sulphur dioxide and nitrogen  dioxide,  requires the  installation of additional
controls  at all  eight  of BP's US  refineries  at a cost,  over an  eight-year
period, of approximately $500 million, and the payment of a $10 million penalty.
These  costs  will be  accounted  for in line with BP's  accounting  policy  for
environmental expenditure.



                                       57

      BP is also in the second year of implementing a plea agreement with the US
Justice Department to develop, implement and maintain a nationwide environmental
management system (EMS) consistent with the best environmental  practices at all
Group facilities  engaged in oil exploration,  drilling and/or production in the
US and its  territories.  This programme is expected to cost  approximately  $15
million.

      The Clean  Water Act  regulates  the  discharge  of  wastewater  and other
pollutants  into US waters.  Facilities  are required to obtain permits for most
discharges,  install control  equipment and implement  operational  controls and
preventative  measures.  Requirements under the Clean Water Act have become more
stringent  in  recent  years,  including  coverage  of storm and  surface  water
discharges at many  facilities and increased  control of toxic  discharges.  The
administrators  of agencies for the Clean Water Act and the  Endangered  Species
Act  formalized  agreements  linking those  statutes with the potential to limit
access because of habitat concerns to certain areas with development  potential.
During 1995 a final  federal rule was issued  regarding  protection of the Great
Lakes watershed which will have local and national  impacts on water  protection
requirements.  In July, 2000, EPA promulgated a new rule that would impose total
maximum daily limits  (TMDLs) on discharges  that would impair  achievement  of
water quality objectives in many waterways.  The US Congress did not provide EPA
with  funding to  implement  the rule,  but work on TMDLs is  ongoing  under an
earlier  rule and new,  more  stringent  limits on  discharges  from  industrial
facilities are expected to result in the future.

      The Oil  Pollution  Act of 1990  (the  Oil  Pollution  Act)  significantly
increased oil spill prevention requirements, spill response planning obligations
and spill  liability  for tank vessels  (tankers and barges)  transporting  oil,
offshore facilities (such as platforms) and onshore terminals.  To provide funds
for response to and compensation for oil spills when the spiller is unable to do
so, the Oil  Pollution Act created a $1 billion fund which is funded by a tax on
imported and domestic oil.

       The Oil Pollution Act requires that all new tank vessels  operating in US
waters have double hulls,  and began the phasing out, between the years 1995 and
2015, of existing vessels without double hulls. Oil transporters,  terminals and
other  handling  facilities  are most  affected by the  expanded  technical  and
operational requirements under OPA 90. Regulations require businesses to provide
certificates of financial responsibility and to maintain facility response plans
that,  among other things,  identify and prepare for worst case spill scenarios.
Owners and  operators  of  covered  facilities  and  vessels  must also  conduct
emergency  response  training,  consistent  with  regulations  and with area and
national contingency plans.

       The Prince  William  Sound  port-specific  vessel escort plan required by
regulations  that  became  effective  late in 1994,  was  updated  during  1995,
including   operational   requirements   such  as   enhanced   tanker   steering
capabilities,  rudder  failure  response  procedures,  and reduced  speed in the
Valdez Narrows, plus directives on communications and training.

       BP has set performance  objectives to enhance emergency  preparedness and
crisis  management at all facilities,  and to assure compliance with all related
laws such as the Oil  Pollution  Act.  These  objectives  are designed to be met
through appropriate assessment, planning, training and routine exercises, and by
the provision or identification of sufficient human and physical  resources.  BP
has  established a National  Strike Team, the BP Americas  Response Team,  which
consists of approximately 200 trained emergency  responders at company locations
throughout  North  America,  which is ready to assist in a  response  to a major
incident.

       The Resource  Conservation and Recovery Act (RCRA) regulates the storage,
handling, treatment,  transportation and disposal of hazardous and non-hazardous
wastes.  It also requires the investigation and remediation of certain locations
at a facility  where such wastes have been  previously  released or disposed of.
RCRA requirements have become increasingly stringent in recent years, as the EPA
expands the definition of hazardous wastes. BP facilities  generate and handle a
number of wastes  regulated  by RCRA and have  units that have been used for the
storage,  handling or disposal of RCRA wastes that are subject to  investigation
and corrective action.

      Under  the  Comprehensive   Environmental  Response,   Compensation,   and
Liability  Act (also  known as  CERCLA or  Superfund),  waste  generators,  site
owners,  facility operators and certain other parties may be strictly liable for
part or all of the cost of  addressing  sites  contaminated  by  spills or waste
disposal  regardless  of fault.  Additionally,  most states have laws similar to
CERCLA. A federal tax on oil and certain chemical products was enacted to fund a
large part of the CERCLA  programme but this tax has been  suspended for several
years while CERCLA reform legislation is debated in the US Congress.

      BP has been  identified  as a  Potentially  Responsible  Party (PRP) under
CERCLA and similar  state  statutes at 441 sites.  A PRP has a joint and several
liability for site remediation costs and so BP may be required to assume,  among
other costs, the share  attributed to insolvent,  unidentified or other parties.
BP is the PRP identified as having the most significant exposure for remediation
costs at 28 of these sites.  For the  remaining  sites the number of PRPs ranges
generally  from 20 to 200.  BP expects its share of  remediation  costs at these
sites to be small. BP has estimated its potential exposure at all sites where it
has been identified as a PRP and has accrued provisions accordingly. BP does not
anticipate  that its  ultimate  liability  at these  sites  individually,  or in
aggregate, will be significant.


                                       58

      In addition to the number of active sites described above, ARCO, which was
acquired by BP in April 2000, is currently involved in environmental assessments
and clean-ups under these laws at federal- and  state-managed  sites, as well as
other clean-up sites, including service stations,  refineries,  terminals, third
party landfills,  former nuclear  processing  facilities,  sites associated with
discontinued  operations  and sites that were formerly  owned by ARCO and/or its
predecessors.  This  comprises  148 sites for which  ARCO has been  named a PRP,
along with other sites at which no claims have been asserted.

       Pursuant to the authority provided under Superfund,  the State of Montana
has pursued claims against ARCO for compensation for damage to natural resources
allegedly  caused  by  ARCO's   predecessors'   mining  and  mineral  processing
activities.  In addition, two tribes were granted a limited form of intervention
in the lawsuit,  Montana vs. ARCO.  The tribes,  as alleged  trustees,  asserted
claims against ARCO for alleged injury to and loss of natural  resources located
in the Clark Fork River Basin in southwest Montana. The United States Department
of Interior also stated an intention to make a claim for natural  damages in the
Clark  River  Basin.  These  matters  were  settled  in part in  1999,  however,
remaining  for   disposition  are  the  State's  claims  for  $206  million  for
restoration damages at several sites.

       On June 23, 1989,  the EPA filed a CERCLA cost  recovery  action  against
ARCO in the United States  District  Court for the District of Montana,  for the
oversight costs at several of the Upper Clark Fork River Basin Superfund  sites.
Litigation  is  proceeding  on both the EPA's and ARCO's  counterclaims  against
various federal agencies.  In the counterclaims,  ARCO seeks  contributions from
the federal  agencies for remediation  costs and for any natural resource damage
liability ARCO might incur in Montana vs. ARCO.  The  settlements in Montana vs.
ARCO,  described  above,  resolved the claims and  counterclaims  in US vs. ARCO
pertaining  to one  significant  site and may provide a framework  for  possible
future settlement of the remaining claims.

       The Group is also  subject to claims  made for  natural  resource  damage
(NRD) under several  federal and state laws.  This is a developing area under US
law which could significantly impact the cost of some cleanups.  NRD claims have
been  asserted by  government  trustees  against  several  refineries  and other
company operations.

      Other significant  legislation  includes the Toxic Substances  Control Act
which, among other things,  regulates the development,  testing,  import, export
and introduction of new chemical products into commerce; the Occupational Safety
and Health Act which,  among other things,  imposes workplace safety and health,
training  and process  standards  to reduce the risks of chemical  exposure  and
injury to employees;  and the Emergency Planning and Community Right-to-Know Act
which  requires  emergency  planning  and spill  notification  as well as public
disclosure of chemical usage and emissions.  The Occupational  Safety and Health
Administration's  Process Safety  Management rule formalizes the procedures used
in  identifying  and  minimizing  safety  risks at  facilities  that use certain
chemicals  in excess  of  threshold  quantities  and also in  conducting  formal
documented hazard reviews of all covered processes.

      In 1993 the South  Coast  Air  Quality  District  (AQMD),  which  sets air
quality standards for a five country area of Southern California,  including Los
Angeles  County,  adopted  regulations  requiring  phased  reductions of certain
pollutants.  By 2003,  our Los  Angeles  refinery  will be  required  to achieve
cumulative reductions from 1992 level of oxides of nitrogen of 63% and oxides of
sulphur of 83%. AQMD has created a pollution  credits  scheme,  of which we take
advantage  as part of our plan to  achieve  the  requisite  levels  of  emission
reductions.

United Kingdom and European Union

      Part 1 of the UK Environmental  Protection Act 1990 introduced the concept
of Integrated  Pollution  Control  (IPC) of pollution to air,  water and land by
requiring  each  prescribed  process   (including   petroleum  and  gasification
processes) to be authorized.  The controls apply to new processes in England and
Wales from April 1, 1991 and in Scotland from April 1, 1992.  The standard to be
achieved  by  each  process  is the  Best  Available  Techniques  Not  Entailing
Excessive Cost (BATNEEC).  Existing petroleum and gasification  processes had to
apply for an IPC  authorization  by June 30, 1992.  These  processes  were to be
upgraded to the BATNEEC  standard at the earliest  opportunity and generally for
petroleum and  gasification  processes by April 1, 1998. BP has  registered  all
sites  affected  by the IPC  legislation  and is  carrying  out  monitoring  and
upgrading  of  processes  as required.  Onshore oil  production  facilities  are
covered  by  separate  guidance  notes  issued  in  November  1995.  BP has  IPC
authorizations for its onshore production facilities which effectively equate to
BATNEEC  compliance.  Where they do not,  the  authorization  includes an agreed
improvement  programme which BP is working  towards with its Environment  Agency
IPC  Inspector.  The  UK  Environmental  Protection  Act  may  also  impose  new
investigation and remediation  obligations on the Group's UK facilities upon the
adoption of implementing regulations.



                                       59

      A  European  Commission  directive  for a  similar  system  of  Integrated
Pollution  Prevention  and Control  (IPPC) is based upon ensuring  environmental
quality  standards  are not  exceeded  and  the  application  of Best  Available
Techniques  (BAT)  taking  into  account  cost-benefit  analysis  as a  holistic
approach.  In the  event  that  the use of BAT will  fail to meet  Environmental
Quality  Standards  (EQS),  plant  emissions must be reduced further to meet the
EQS.  This  encompasses,  among other  things,  most  activities  and  processes
undertaken  by  the  oil  industry  within  the  European  Union.  The  European
Commission  has stated that it hopes that all processes to which it applies will
be licensed by July 2005. When implemented,  this directive will replace the IPC
regulation in the UK. All plants must be upgraded to BAT standards by 2007.

      The European Union Large  Combustion  Plant  Directive sets emission limit
values  for  sulphur  dioxide,  nitrogen  oxides  and  particulates  from  large
combustion plants; it also requires phased reductions in emissions from existing
large combustion  plants.  Implementation  by Member States was required by June
1990. In the UK, it has been given effect through the authorization mechanism in
Part 1 of  the  Environmental  Protection  Act  1990.  Large  combustion  plants
required  an IPC  application  to be made by April 30,  1991.  Upgrading  to the
BATNEEC standard is required at the earliest opportunity, at the latest by April
1, 2001. The European  Commission has  considered  proposals to impose  emission
limit  values on small  combustion  plants.  A revised  Large  Combustion  Plant
Directive was proposed by the Commission in 1998 to be considered by the Council
and Parliament during 1999-2000, as part of the EU Acidification Strategy. After
revisions of the EU treaty  agreed to in Amsterdam,  Parliament  has acquired an
increased role in environmental legislation through co-decision procedures.

      As part of its overall  programme  to combat air  pollution,  the European
Union has set stringent  emission  limits for new cars and  commercial  vehicles
which are being  implemented  in stages.  Beginning  October  1994,  the sulphur
content of diesel fuel was limited to 0.2% and from  October  1996 the limit was
further  reduced  to 0.05%.  Heating  oils were  initially  limited to 0.2% with
further  reductions  subject to review. In August, the Federal German Government
adopted a regulation to encourage early  introduction  of low sulphur  transport
fuels by setting  differential excise taxes for gasoline and diesel with maximum
50 ppm sulphur  content  from  November  2003,  and for a maximum of 10 ppm from
January 2001. It also proposed that 10 ppm sulphur fuels should be adopted at EU
level.  Implementation of the German regulation depends on tax derogations being
agreed by the  Commission and the other member  states.  The Commission  made it
clear that it will not consider 10ppm sulphur fuels within the current  Auto/Oil
Programme for implementation in 2005.

       In 1998,  the EU adopted  directives to set emission  limits for cars and
light vehicles to apply from 2000, together with specifications for gasoline and
diesel fuel to apply from that date.  Some member States indicate that they need
such energy product taxes to enable them to meet their Kyoto commitments, within
the  EU  burden  sharing  agreement,   and  are  already  implementing  national
legislation.  The Commission is also undertaking a second Auto/Oil  Programme to
propose changes to other gasoline and diesel fuel  specifications  from 2005, as
well as non-technical measures designed to help meet air quality targets.

       In April 1999,  the EU adopted a directive to further  reduce the sulphur
content of liquid fuels,  but  excluding  marine bunker fuel oil, and marine gas
oil used by ships  crossing a frontier  between a third country and an EU Member
State.  Sulphur in gas oil will be limited to 0.2% from July 2000, and 0.1% from
January 2008.  From January  2003,  sulphur in heavy fuel oil will be limited to
1%,  except  where  use of  heavy  fuel  oil up to 3%  sulphur  can be  used  in
combustion plants without exceeding  specific emission limits, and provided that
local air quality standards are met.

       As part of its overall  approach to improving  air  quality,  in 1997 the
Commission  proposed its  Acidification  Strategy,  and  followed  this with its
proposal for a strategy to combat  tropospheric  ozone.  The Ozone  Strategy was
adopted in 1998. Four air quality  targets have been adopted as Directives,  two
more have been proposed by the  Commission  and a target of 120  micrograms  per
cubic metre for ozone itself was proposed in 1999,  together with a proposal for
national  emission ceilings for the main polluting  emissions.  Upon adoption by
the Council,  these targets and ceilings will be the reference point for further
environmental controls of industrial installations at Community and Member State
levels.

      The carbon monoxide and benzene directive is the 2nd daughter Directive of
96/62/EC on ambient air quality assessment and management and prescribes,  among
other things,  limit values and alert  thresholds  for carbon  monoxide (CO) and
benzene. For benzene, a limit value of 0.005 mg/m3 averaged over a calendar year
applies. A margin of tolerance of 100%, to be progressively eliminated from 2003
to 2010,  would  apply.  For carbon  monoxide,  a limit value of 10 mg/m(3) will
apply with a rolling  8-hour  averaging  period and a 50% margin of tolerance on
entry into force, to be reduced to zero from 2003 to 2005.


                                       60

      As part of its ozone strategy, the EU has taken action on volatile organic
compounds (VOCs). In late 1994, the European Union adopted the so-called Stage 1
VOC controls  which  require a 90% cut in  emissions  over ten years from petrol
transport and storage.  In November 1996, the Commission proposed a directive on
control of emissions of organic solvents from the  solvent-using  industry which
has the goal of combating  low-level ozone by setting emission limits and, as an
alternative,  targets to be met by national plans. Existing  installations would
be  required  to reach  compliance  by 2007.  This  proposal  was  adopted  as a
Directive during 1998.

      As part of a package to stabilize carbon dioxide  emissions at 1990 levels
by the year 2000,  the European  Commission  proposed a combined  carbon dioxide
energy tax. In March 1997, the Commission proposed instead an energy tax that is
intended to be fiscally  neutral when applied by Member States.  Though formally
the proposal  replaces  the carbon  dioxide  energy tax  proposal  that had been
blocked  in  Council,  it has as its main  objective  to  provide  a  harmonized
framework  by  setting  minimum  levels  for  national  excise  taxes on  energy
products, and to allow Member States greater flexibility to offer tax incentives
based on environmental  criteria,  whilst avoiding  barriers to trade within the
Single  Market.  Maximum  sulphur  levels for gasoline and diesel fuels to apply
from 2005 were also  agreed as 50 parts per  million,  which is 0.005% , and 35%
maximum  aromatic  content for gasoline  from the same date.  In 1999,  this was
followed by emission  limits for heavy  commercial  vehicles,  also based on the
Auto/Oil  Programme  conclusions.  The  Commission  will make further  proposals
during 2001 based on the results of its Auto/Oil II Programme  and the review of
the sulphur content of gasoline and diesel undertaken in parallel.

      The  European  Union  enacted the Major  Hazards  Directive  in 1982.  The
intention of this  legislation  is to identify  industrial  sites which have the
potential  to suffer a major  accident  which would  impact on the  neighbouring
population.  Such sites are defined by the hazards  that exist on them,  in some
cases by the process in operation, but mainly by exceeding the defined threshold
quantities of various categories of 'dangerous  substances' in storage or use on
the premises.  It is the  responsibility  of the site to evaluate their hazards.
Those which fall into the  category of a major hazard site must produce a safety
case  which  contains  the  evaluation  of the  hazards,  an  assessment  of the
consequences of the most serious credible incidents which can occur, both on and
off site,  and a description  of the emergency  plan which they have in place to
deal with them. The safety case must be submitted to the national regulator, who
acts on behalf of the local authority.  The site is also expected to communicate
the relevant aspects of its emergency plan to the local community.  All BP sites
in Europe are in compliance with the Major Hazards  Directive as enacted in each
specific  country.  The European  Union has now adopted a revised  Major Hazards
Directive known as the Control of Major Accident Hazards Regulation,  which came
into force in February  1999.  The main  objective of this revision is to ensure
that  effective  safety  management  systems  are in place  and  that  potential
environmental  impacts that could arise from accidents are properly assessed and
appropriate provisions are implemented by the operator.

       The European  Commission  is  committed  to a  harmonized  EU approach to
liability for environmental damage. This follows a 'green (discussion) paper' in
1992 that focused on a strict  liability  approach.  The  Commission  intends to
publish a draft for consultation by mid 2001.

       The UK  Offshore  Safety  Act 1992  came  into  force  on March 6,  1992.
Detailed  implementation  is through  regulations made under existing health and
safety legislation enforced by the UK Health and Safety Executive.  The Offshore
Installations  (Safety  Case)  Regulations  1992 came into force in May 1993. BP
submitted all safety cases by the required date of November 1993.  This included
22 operational  safety cases,  all of which have been  accepted,  and two design
safety cases on new  installations.  As part of the safety case, BP was required
to justify continued  operation and outline remedial measures identified as part
of the risk assessment completed.  Work on these remedial works was completed by
the November 1995 deadline.

                             PROPERTY, PLANTS AND EQUIPMENT

      BP has  freehold  and  leasehold  interests  in real  estate  in  numerous
countries throughout the world, but no one individual property is significant to
the Group as a whole. See Item 4 -- Information on the Company for a description
of the Group's  significant  reserves  and sources of crude oil and natural gas.
Significant  plans to  construct,  expand or  improve  specific  facilities  are
described under each of the business headings within this Item.


                                       61

                             ORGANIZATIONAL STRUCTURE

      The significant subsidiary and associated  undertakings and joint ventures
of the Group at December 31, 2000 and the Group  percentage of equity capital or
joint  venture  interest  (to  nearest  whole  number)  are set out  below.  The
principal  country of operation is generally  indicated by the company's country
of  incorporation  or by its name. Those held directly by the Company are marked
with an  asterisk  (*),  the  percentage  owned  being that of the Group  unless
otherwise indicated.



Subsidiary                                     Country of
undertakings                    %           incorporation           Principal activities
- ------------                                -------------           --------------------

                                                          
International
BP Chemicals Investments        100         England                 Chemicals
BP Exploration Co.              100         Scotland                Exploration and production
BP International                100         England                 Integrated oil operations
BP Oil International            100         England                 Integrated oil operations
BP Shipping*                    100         England                 Shipping
Burmah Castrol                  100         England                 Lubricants

Europe
UK
BP Amoco Capital                100         England                 Finance
BP Chemicals                    100         England                 Chemicals
BP Oil UK                       100         England                 Refining and marketing
Britoil (parent 15%)*           100         Scotland                Exploration and production
Jupiter Insurance               100         Guernsey                Insurance
France
BP France                       100         France                  Refining and marketing and chemicals
Germany
Deutsche BP                     100         Germany                 Refining and marketing and chemicals
Netherlands
BP Capital BV                   100         Netherlands             Finance
BP Nederland                    100         Netherlands             Refining and marketing
Norway
BP Amoco Norway                 100         Norway                  Exploration and production
Spain
BP Espana                       100         Spain                   Refining and marketing

Middle East
Amoco Egypt Gas                 100         USA                     Exploration and production
Amoco Egypt Oil                 100         USA                     Exploration and production
Africa
BP Southern Africa              100         South Africa            Refining and marketing

Far East
Indonesia
Atlantic Richfield
  Bali North                    100        Indonesia                Exploration and production
Singapore
BP Singapore Pte*               100        Singapore                Refining and marketing

Australasia
Australia
BP Australia                    100         Australia               Integrated oil operations
BP Developments Australia       100         Australia               Exploration and production
BP Finance Australia            100         Australia               Finance
New Zealand
BP Oil New Zealand              100         New Zealand             Marketing

Western Hemisphere
Canada
Amoco Canada
  Petroleum Company             100         Canada                  Exploration and production
Trinidad
Amoco Energy Company
  of Trinidad and Tobago         90         USA                     Exploration and production
Amoco Trinidad (LNG) B.V.       100         Netherlands             Exploration and production
USA
Atlantic Richfield Co.          100         USA                   ( Exploration and production,
BP America*                     100         USA                   ( gas and power, refining
BP Amoco Company                100         USA                   ( and marketing, pipelines
Standard Oil Co.                100         USA                   ( and chemicals
Vastar Resources Inc.           100         USA                     Exploration and production



                                       62

ITEM 5 -- OPERATING AND FINANCIAL REVIEW AND PROSPECTS

                             GROUP OPERATING RESULTS



                                                                      Years ended December 31,
                                                                    --------------------------
Highlights                                                           2000      1999       1998
                                                                    -----     -----      -----

                                                                        
Total replacement cost operating profit........... ($ million)     17,756     8,894      6,521
Replacement cost profit before exceptional items.. ($ million)     11,214     5,330      3,959
Replacement cost profit for the year.............. ($ million)     11,142     3,280      4,611
Historical cost profit for the year............... ($ million)     11,870     5,008      3,220
Profit per ordinary share (diluted)............... (cents)          54.48     25.68      16.70
Dividends per ordinary share...................... (cents)           20.5      20.0       19.8


      During 2000 the Company  acquired  Atlantic  Richfield  Company (ARCO) and
Burmah  Castrol plc (Burmah  Castrol)  and the 18%  minority  interest in Vastar
Resources  Inc.  (Vastar),  a  subsidiary  of ARCO.  We also  purchased  most of
ExxonMobil's assets used by the fuels refining and marketing operation in Europe
and made a number of minor  acquisitions.  All these business  combinations have
been accounted for using the acquisition method of accounting.

      BP's results in 2000 reflect the inclusion of ARCO and Burmah  Castrol and
the full  consolidation  of the European fuels joint venture from April 14, July
7, and August 1, 2000 respectively.

      As well as reporting net income (profit after inventory  holding gains and
losses, calculated on a first-in,  first-out basis), and after exceptional items
(as defined by UK GAAP: profits and losses on sale and termination of operations
and fundamental  restructuring  costs), BP also reports results on a replacement
cost basis (excluding inventory holding gains and losses) and before exceptional
items.  In addition the Group  discloses  the amount and nature of special items
which  are  non-recurring  charges  and  credits  that  are  not  classified  as
exceptional  items  under UK  GAAP.  This is done in  order  to  provide  a more
comparable  basis to the results and disclosures of US companies and to indicate
underlying  trading  performance   undistorted  by  significant   restructuring,
integration  and other one-off  charges and credits.  Special  charges have been
significant  in 2000 and 1999.  The  discussion  below  addresses  each of these
various measures and disclosures.

       The trading  environment was strong in 2000, with high oil and gas prices
and  significantly  improved refining margins being partly offset by pressure on
marketing   margins  from  higher   product  costs  and  the  weaker   chemicals
environment, owing to high feedstock costs and a weak euro.

      In 2000,  replacement cost profit before exceptional items (which excludes
inventory  holding  gains and losses) was $11,214  million  compared with $5,330
million in 1999. The result for 2000 includes a  contribution  from ARCO for the
period from April  14,2000,  a  contribution  from Burmah Castrol for the period
from July 7, 2000 and reflects  the full  consolidation  of the  European  fuels
business from August  1,2000.  In addition to  exceptional  items (as identified
under UK GAAP),  these results include special charges of $1,994 million ($1,454
million after tax) in 2000 and $1,210  million ($876 million after tax) in 1999,
and  depreciation and amortization of $1,535 million (1999 nil) arising from the
fixed asset  revaluation  adjustment and goodwill  consequent  upon the ARCO and
Burmah  Castrol  acquisitions  in 2000.  The  special  items  in 2000  primarily
comprise ARCO,  Vastar and Burmah  Castrol  integration  costs,  rationalization
costs  following  the BP and Amoco  merger,  a  provision  against  the  Group's
chemicals investment in Indonesia,  environmental charges and asset write-downs.
The major  components  of the special  charges in 1999 were  integration  costs,
costs  associated with the  restructuring  programme,  write-downs in respect of
asset  impairments  and  project  costs in respect of  process  improvement  and
outsourcing.

      The replacement cost operating profit for 2000 reflects the strong trading
environment,  together with the benefits of recent integration and restructuring
and productivity improvements.  Included in this result are estimated amounts of
$569 million  ($1,193  million after  ajusting for special  items) in respect of
ARCO,  $182 million in respect of the purchased  interest in the European  fuels
joint  venture,  and a loss of $125 million (loss of $7 million after  adjusting
for special items) in respect of Burmah Castrol,  representing  their respective
operating results since their dates of acquisition.

       Reductions in the combined cost  structure of BP, ARCO and Burmah Castrol
are  proceeding   according  to  plan,   with  the  achievement  of  $2  billion
year-on-year reductions in 2000.

       The  historical  cost  profit  for 2000  was  $11,870  million  including
inventory  holding gains of $728 million.  This compares with a profit of $5,008
million in 1999 after inventory holding gains of $1,728 million.  There were net
exceptional  gains of $220  million  (loss  of $72  million  after  tax) in 2000
compared with net  exceptional  losses in 1999 of $2,280 million ($2,050 million
after tax).

                                       63




                                                                 Years ended December 31,
                                                                 ------------------------
Special items                                                   2000(a)   1999       1998
                                                               -----     -----      -----
                                                                        ($ million)
                                                                            
Restructuring, integration and rationalization costs
   BP....................................................        624       903         97
   ARCO (including Vastar)...............................        633        --         --
   Burmah Castrol........................................        151        --         --
                                                               -----     -----      -----
                                                               1,408       903         97
Provision against fixed asset investments................        181        --         --
Asset write-downs........................................         61       223        475
Litigation...............................................         63        60         --
Environmental charges....................................        170        --         --
Other....................................................         --        --         13
                                                               -----     -----      -----
                                                               1,883     1,186        585
Interest -- bond redemption charges......................        111        24         12
                                                               -----     -----      -----
Total special items before tax...........................      1,994     1,210        597
                                                               =====     =====      =====


(a)   Includes special items of $624 million and $118 million incurred  directly
      by ARCO and Burmah Castrol respectively.

      The return on average capital employed (ROACE),  based on replacement cost
profit before exceptional items, was 16% (17% after adjusting for special items)
compared with 12% (13% after adjusting for special items) in 1999.  Owing to the
significant acquisitions that have taken place during the year, the annual ROACE
for 2000 has been  calculated  as the  average  of the four  discrete  quarterly
ROACEs.

      The  acquisitions  of ARCO  and  Burmah  Castrol  in 2000,  increased  our
employee   numbers  by   approximately   25,000.   Following   integration   and
rationalization  activities  4,000  employees are likely to leave the Group,  of
which 3,000 had left by the end of 2000. In 1999, following the merger of BP and
Amoco,  some 16,000  employees  left the Group through  severance or outsourcing
arrangements, a further 3,000 employees left in 2000. Of these, some 14,000 were
based in the USA.  The  reductions  arose  mainly in  Houston,  Texas;  Chicago,
Illinois; and Cleveland and Warrensville, Ohio.

       In 1999, replacement cost profit before exceptional items (which excludes
inventory  holding  gains and losses) was $5,330  million  compared  with $3,959
million in 1998,  representing  an increase  of 35%. In addition to  exceptional
items (as identified under UK GAAP),  these results included net special charges
of $1,210  million  ($876  million  after  tax) in 1999 and $597  million  ($469
million after tax) in 1998. The major  components of the special charges in 1999
were  integration  costs,  costs  associated with the  restructuring  programme,
write-downs  in respect of asset  impairments  and  project  costs in respect of
process  improvement  and  outsourcing.  The special  charges in 1998  consisted
principally of write-downs in respect of asset impairments.  After adjusting for
these  special  charges,  the 1999 result was 40% higher than that of 1998.  The
return on average  capital  employed,  based on  replacement  cost profit before
exceptional items, was 12% (13% after adjusting for special items)  representing
an increase of three percentage points over 1998.

       The  historical  cost  profit  for  1999  was  $5,008  million  including
inventory holding gains of $1,728 million. This compared with a profit of $3,220
million in 1998 after inventory holding losses of $1,391 million. There were net
exceptional losses of $2,280 million ($2,050 million after tax) in 1999 compared
with net exceptional profits in 1998 of $850 million ($652 million after tax).

      Owing to the significant acquisitions that took place in 2000, in addition
to its reported  results BP is presenting pro forma results adjusted for special
items in order to enable  shareholders  to  assess  current  performance  in the
context of our past  performance  and against that of our  competitors.  The pro
forma  result,  adjusted  for special  items,  has been derived from our UK GAAP
accounting information but is not in itself a recognized UK or US GAAP measure.


                                       64




                                                                                                   Pro forma
                                                                                                      result
                                                                                                    adjusted
                                                                                                         for
Reconciliation of reported  profit/loss to                           Acquisition       Special       special
pro forma result adjusted for special items            Reported     amortization (a)     items (b)     items
                                                     ----------     ------------       -------     ---------
                                                                              ($ million)
                                                                                         
Year ended December 31, 2000

Exploration and Production................              14,012            1,174           524        15,710
Gas and Power.............................                 186               --            --           186
Refining and Marketing....................               3,908              440           595         4,943
Chemicals.................................                 760               --           276         1,036
Other businesses and corporate............              (1,110)              --           488          (622)
                                                        ------           ------        ------        ------
Replacement cost operating profit.........              17,756            1,614         1,883        21,253
Interest expense..........................              (1,770)              --           111        (1,659)
Taxation..................................              (4,680)              --          (540)       (5,220)
Minority shareholders' interest...........                 (92)             (79)           --          (171)
                                                        ------           ------        ------        ------
Replacement cost profit before
 exceptional items........................              11,214            1,535         1,454        14,203
                                                        ------           ======        ======        ------
   per ordinary share (cents).............               51.82                                        65.63
                                                        ======                                       ======

Year ended December 31, 1999

Exploration and Production................               6,983               --           299         7,282
Gas and Power.............................                 211               --            --           211
Refining and Marketing....................               1,840               --           242         2,082
Chemicals.................................                 686               --           247           933
Other businesses and corporate............                (826)              --           398          (428)
                                                        ------           ------        ------        ------
Replacement cost operating profit.........               8,894               --         1,186        10,080
Interest expense..........................              (1,316)              --            24        (1,292)
Taxation..................................              (2,110)              --          (334)       (2,444)
Minority shareholders' interest...........                (138)              --            --          (138)
                                                        ------           ------        ------        ------
Replacement cost profit before
 exceptional items........................               5,330               --           876         6,206
                                                        ------           ------        ======        ------
    per ordinary share (cents)............               27.48                                        32.00
                                                        ======                                       ======

Year ended December 31, 1998

Exploration and Production................               3,173              --            393         3,566
Gas and Power.............................                  58              --             92           150
Refining and Marketing....................               2,564              --             --         2,564
Chemicals.................................               1,100              --             50         1,150
Other businesses and corporate............                (374)             --             50          (324)
                                                        ------           ------        ------        ------
Replacement cost operating profit.........               6,521              --            585         7,106
Interest expense..........................              (1,177)             --             12        (1,165)
Taxation..................................              (1,322)             --           (128)       (1,450)
Minority shareholders' interest...........                 (63)             --             --           (63)
                                                        ------           ------        ------        ------
Replacement cost profit before
 exceptional items........................               3,959              --            469         4,428
                                                        ------           ======        ======        ------
    per ordinary share (cents)............               20.62                                        23.06
                                                        ======                                       ======


- ----------

(a)   Acquisition  amortization  refers to  depreciation  relating  to the fixed
      asset revaluation  adjustment and amortization of goodwill consequent upon
      the ARCO and Burmah Castrol acquisitions in 2000. There was no acquisition
      amortization in 1999 and 1998.


(b)   The special items refer to  non-recurring  charges and credits reported in
      the year.


                                       65




Return on average capital employed (ROACE)              1Q 2000    2Q 2000   3Q 2000    4Q 2000
                                                        -------    -------   -------    -------
                                                                  ($ million)
                                                                              
Replacement cost profit before exceptional items....      2,677      2,791     2,947      2,799
Interest and minority shareholders' interest........        364        398       472        628
Acquisition amortization and special items (post tax)        30        861       886      1,180
                                                        -------    -------   -------    -------
                                                          3,071      4,050     4,305      4,607
                                                        -------    -------   -------    -------
Reported average capital employed (a)...............     59,571     94,548    96,333     94,402
Acquisition adjustment (b)..........................         --    (18,519)  (22,172)   (21,574)
                                                        -------    -------   -------    -------
                                                         59,571     76,029    74,161     72,828
                                                        -------    -------   -------    -------
ROACE -- replacement cost basis.....................         20%        13%       14%        15%
                                                        -------    -------   -------    -------
ROACE -- pro forma basis (c)........................         21%        21%       23%        25%
                                                         =======    =======   =======    =======


- ----------

(a)   Capital employed is defined as net assets plus total finance debt.

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

(c)   Based on the pro forma  result  adjusted  for  special  items and  capital
      employed  excluding the fixed asset  revaluation  adjustment  and goodwill
      resulting from the ARCO and Burmah Castrol acquisitions.

(d)   The  annual  ROACE, based on the  average of the four  discrete  quarterly
      ROACEs, is 16% on a replacement cost basis and 23% on a pro forma basis.




                                                                               Year ended
Capital expenditure and acquisitions (a)                                December 31, 2000
                                                                        -----------------
                                                                              ($ million)

                                                                                
BP as reported....................................................                 20,107
Significant one-off cash investments:
   Burmah Castrol issued share capital............................                  4,779
   Minority interest in Vastar....................................                  1,618
   ExxonMobil share of the former BP/Mobil European joint venture.                  1,479
   2.2% interest in PetroChina....................................                    578
   2.2% interest in Sinopec.......................................                    416
   Exxon's aviation lubricants business...........................                     66
                                                                                    -----
                                                                                    8,936
Continuing operations:
   Expenditure by acquired businesses.............................                  2,234
   Ongoing expenditure............................................                  8,937
                                                                                    -----
Continuing operations.............................................                 11,171
                                                                                    =====


- ----------

(a)   Excludes $27,506 million for the ARCO acquisition.

      Capital  expenditure  and  acquisitions  (excluding  the  cost of the ARCO
acquisition)  in 2000 amounted to $20,107  million.  Excluding the cost of other
significant  one-off cash  investments and  expenditure by acquired  businesses,
capital  expenditure  was $8,937 million in 2000 compared with $6,945 million in
1999.  Capital  expenditure in 1999 reflected reduced  investment at the time of
the BP and  Amoco  merger.  Capital  expenditure  in 2001 is likely to be around
$12-13  billion.  This is consistent  with historic levels of investment for the
enlarged group. By focusing on the better investment  opportunities,  this level
of expenditure  will permit growth  investment in Exploration  and Production to
enable the  business to achieve  targeted  production  growth of at least 5.5% a
year over the next five years (against an end 2000 baseline).



                                       66

      The total dividends announced for 2000 were $4,625 million, against $3,884
million in 1999.  Dividends  per share for 2000 were 20.50 cents,  compared with
20.00  cents per share in 1999,  an increase  of 2.5%.  The  Company  intends to
continue to pay  dividends in the future of around 50% of our  replacement  cost
profit  before   exceptional   items  after  adjusting  for  special  items  and
acquisition amortization, adjusted to mid-cycle business conditions. Acquisition
amortization  refers to  depreciation  relating to the fixed  asset  revaluation
adjustment  and  amortization  of goodwill  consequent  upon the ARCO and Burmah
Castrol  acquisitions.  Mid-cycle  conditions  are our best  estimate  of likely
average prices and margins over the long term.

       The  Company  also  intends to continue  the  operation  of the  Dividend
Reinvestment  Plan (DRIP) for shareholders who wish to receive their dividend in
the form of shares rather than cash.  The BP Amoco Direct Access Plan for US and
Canadian investors also includes a dividend reinvestment feature.

      After approval at the annual general meeting in April 2000 for the Company
to repurchase its own shares, a total of 222 million shares were repurchased and
cancelled  in 2000 at a cost of $2 billion.  Further  repurchases  of 60 million
shares at a cost of $500 million were made during the first quarter of 2001. The
company will seek approval from  shareholders  at the April 2001 annual  general
meeting to continue  repurchasing  shares. The approval would allow shares to be
bought back as and when the Group's funding position permits.

Exceptional Items

      Following  completion  of the merger  between BP and Amoco on December 31,
1998 and in the context of low oil prices at the time,  BP undertook a strategic
and portfolio  review in early 1999.  This review was completed in the Spring of
1999 and resulted, among other things, in the development of an asset divestment
programme.  The guiding  principle of the strategic and portfolio  review was to
concentrate  the combined  Group's  operations on areas of competitive  strength
and, in the upstream portfolio, to dispose of assets which would not be robustly
economic on the basis of conservative  assumptions  about future oil and natural
gas prices.

      In 2000,  exceptional  items  consisting  of the profit or loss on sale of
fixed assets and  businesses and  termination  of operations,  were $220 million
before tax and  related  mainly to  disposal  profits on the sale of the Group's
common  interest in Altura  Energy,  the sale of the  Alliance  refinery and the
divestment of exploration and production  interests in Trinidad,  the UK and the
USA,  partially  offset  by the  loss  on sale of  certain  Venezuelan  upstream
interests  and on the  subvention of Singapore  Aromatics  Company bank loans in
connection  with the closure of our joint  venture.  The  disposals in 2000 were
part of the asset divestment programme.

       In 1999 the net exceptional losses of $2,280 million before tax comprised
restructuring  costs of $1,943 million and a net loss on sales of businesses and
fixed assets or  termination  of operations of $337 million.  The  restructuring
costs arose from restructuring activity across the Group following the merger of
BP and  Amoco at the end of 1998 and  relate  predominantly  to the  Group's  US
operations.  The main areas of activity were the  elimination  of duplication in
the former BP and Amoco  operations  and ongoing  restructuring  to adapt to the
changing business environment,  and some further outsourcing. The major elements
of the restructuring charges comprised employee severance costs ($1,212 million)
and  provisions  to cover future  rental  payments on surplus  leasehold  office
accommodation   and  other  property  ($297  million).   Also  included  in  the
restructuring  charges were office closure costs,  contract termination payments
and asset write-offs.  The cash outflow for these  restructuring  charges during
1999 was $976 million and in 2000 was $446 million.

       Sales  of  businesses  and  fixed  assets  in 1999  included  the sale of
distribution  terminals and service  stations in the USA mandated by the Federal
Trade  Commission  in connection  with the BP and Amoco  merger.  As part of the
asset divestment  programme,  the Group disposed of its Canadian oil properties,
its  interest in the  Pedernales  oil field in Venezuela  and certain  chemicals
operations.

      In 1998 sales of businesses and fixed assets  generated net profits before
tax of $1,048  million.  The principal  sales were  exploration  and  production
properties in the USA and Papua New Guinea, the refinery in Lima, Ohio, the sale
and leaseback of the Amoco building in Chicago,  Illinois, the retail network in
the  Czech  Republic,  the  Adibis  fuel  additives  business  and a  speciality
chemicals distribution business.  Also included was the disposal by the BP/Mobil
European  joint  venture of its retail  network in Belgium.  Merger  transaction
costs of $198 million in respect of advisers' fees and expenses were incurred in
1998.

Business Operating Results

      Total  replacement  cost  operating  profit,  which is  arrived  at before
inventory  holding  gains and losses,  interest  expense,  taxation and minority
interests,  and before  exceptional  items, was $17,756 million in 2000,  $8,894
million in 1999 and $6,521  million in 1998.  The business  results which follow
are presented on this basis.

                                       67

Exploration and Production


                                                                                    Years ended December 31,
                                                                                   --------------------------
                                                                                    2000      1999       1998
                                                                                   -----     -----      -----

                                                                                           
Total replacement cost operating profit............. ($ million)                  14,012     6,983      3,173
Results included:
   Exploration expense.............................. ($ million)                     599       548        921
Key statistics:
      Average BP oil realizations................... ($ per barrel)                26.63     16.74      12.06
      Average West Texas Intermediate oil price..... ($ per barrel)                30.38     19.33      14.38
      Average Brent oil price....................... ($ per barrel)                28.44     17.94      12.73
      Average BP US natural gas realizations........ ($ per thousand cubic feet)    3.72      2.06       1.82
      Average Henry Hub gas price (a)............... ($ per thousand cubic feet)    3.90      2.27       2.20
Crude oil production (net of royalties) (b)......... (mb/d)                        1,928     2,061      2,049
Natural gas production (net of royalties) (b)....... (mmcf/d)                      7,609     6,067      5,808
Total production (net of royalties) (b)(c).......... (mboe/d)                      3,240     3,107      3,050


- ----------

(a)   Henry Hub First of Month Index.

(b)   Includes BP's share of associated undertakings.

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

      The  replacement  cost  operating  profit  for  2000 was  $14,012  million
compared  with  $6,983   million  in  1999.  The  result  for  2000  reflects  a
contribution  from ARCO for the period from April 14,  2000.  In  addition,  the
result is after charging  special items of $524 million,  and  depreciation  and
amortization  arising from the fixed asset  revaluation  adjustment and goodwill
consequent upon the ARCO  acquisition of $1,174  million.  Special items in 1999
amounted to $299 million.

      The  improved   result,   when  compared   with  a  year  ago,   reflected
significantly  higher oil and  natural  gas  prices,  the ARCO  acquisition  and
operational  improvements.  Our average  realized oil prices were $9.89 a barrel
higher and North American  natural gas prices (i.e. in our principal gas market)
were 76% above their 1999 level.

      Hydocarbon  production in 2000 was also at record levels, with the year up
4% on 1999.  Higher  underlying  (excluding the net impact of  acquisitions  and
divestments)  gas production and the ARCO acquisition more than offset lower oil
production  caused by the disposal of our common  interest in Altura  Energy and
other non-core properties and the effect of a reduced capital spending programme
in 1999.

      The  following  table  summarizes  the  changes in oil and gas  production
between 1999 and 2000. In order to present a meaningful comparison against 1999,
the table  adjusts  the  reported  production  in 1999 and 2000 to  exclude  the
production  from   significant   acquisitions   and   divestments.   A  separate
reconciliation for ARCO is also provided.


                                       68





Crude Oil and natural gas production movements                  Oil         Gas         Gas       Total
                                                              ------      ------      ------      ------
                                                              (mb/d)    (mmcf/d)    (mboe/d)    (mboe/d)
                                                                                     
BP 1999 as reported (A).................................      2,061       6,067       1,046       3,107
Net acquisitions and divestments (B)
UK              Scott/Telford, other....................        (14)        (11)         (2)        (16)
Rest of Europe  ........................................        --          --          --          --
USA             Crescendo, Altura, Prudhoe Bay Unit
                 realignment, Western gas...............       (211)        (93)        (16)       (227)
Rest of World   Venezuela, others.......................        (54)        (41)         (7)        (61)
                                                             ------      ------      ------      ------
                                                               (279)       (145)        (25)       (304)
                                                             ------      ------      ------      ------
BP 1999 adjusted for divestments
 and acquisitions (C) [C=A-B]...........................      1,782       5,922       1,021       2,803
                                                             ======      ======      ======      ======

BP 2000 as reported (D).................................      1,928       7,609       1,312      3,240

Net acquisitions and divestments (E)
ARCO contribution April 14 to December 31, 2000.........       (182)     (1,578)       (272)      (454)
Altura, others..........................................        (43)        (35)         (6)       (49)
                                                             ------      ------      ------      ------
                                                               (225)     (1,613)       (278)       (503)
                                                             ------      ------      ------      ------
BP 2000 adjusted for divestments
 and acquisitions (F) [F=D-E]..........................       1,703       5,996       1,034       2,737
                                                             ======      ======      ======      ======

Variance 2000 vs 1999 (F-C)............................         (79)         74          13         (66)
                                                             ======      ======      ======      ======

%Increase (decrease)...................................          (4)%         1%                     (2)%






ARCO Reconciliation                                             Oil         Gas         Gas       Total
                                                             ------      ------      ------      ------
                                                              (mb/d)    (mmcf/d)    (mboe/d)    (mboe/d)
                                                                                      
ARCO 1999 as reported (A)..............................         623       2,378         410       1,033
Less:divestments (B)
UK              North Sea 4th Round....................         (18)         --          --         (18)
Rest of Europe  .......................................          --          --          --          --
USA             Alaska, Long Beach.....................        (350)        (35)         (6)       (356)
Rest of World   Tunisia, Ecuador, Algeria..............         (19)         --          --         (19)
                                                             ------      ------      ------      ------
                                                               (387)        (35)         (6)       (393)
                                                             ------      ------      ------      ------

ARCO 1999 adjusted for divestments (C) [C=A-B].........         236       2,343         404         640
                                                             ======      ======      ======      ======

ARCO 2000 adjusted for divestments (D).................         242       2,285         394         636
                                                             ======      ======      ======      ======

Variance 2000 vs 1999 (D-C)............................           6         (58)        (10)         (4)
                                                             ======      ======      ======      ======

%Increase (decrease)...................................          3%         (2)%                     --


      In 2000,  finding and  development  costs  averaged  $3.29 a barrel of oil
equivalent,  against our ceiling of $3.50 per barrel.  Unit  lifting  costs were
reduced by 5% compared with 1999 to $2.50 per barrel of oil equivalent.

      In  2000,  reserve   replacement   exceeded  production  for  the  seventh
consecutive  year,  with 1.8 billion  barrels of oil equivalent  added to proved
reserves through revisions, extensions,  discoveries and improved recovery. This
represents a reserve replacement ratio of 163%.

      During  the year  there  were  several  developments  in support of future
hydrocarbon volume growth. In the North Sea we announced a $500-million enhanced
oil  recovery  project  at  Magnus.  In  the  deepwater  Gulf  of  Mexico,   the
developments  of King,  King's Peak,  Nakika and Horn Mountain were approved and
industrial  capacity  of around $3  billion  was  secured  for  fabrication  and
installation  of  additional  developments.  In  Vietnam,  key  elements  of the
$1.3-billion gas project were signed. In Alaska, a joint feasibility study for a
pipeline to transport gas to the rest of the USA and Canada was agreed.

                                       69

      We recorded significant  exploration success in 2000. Progress in the Gulf
of Mexico  deepwater  continued  with the  discovery of Crazy Horse North which,
with the adjacent  Crazy Horse,  discovered  in 1999,  has  increased  estimated
recoverable  resources  in  this  complex.  In  Angola  we made  seven  offshore
discoveries,  including two in the BP - operated Block 18, bringing the total of
successes to 23 out of 26 wells  drilled since 1996. We made two large gas finds
offshore Trinidad, one of them the largest-ever in the Caribbean region.

      Advances  in  technology   sharpened  our  performance.   We  applied  new
fibre-optic  sensors in many wells to monitor  pumps,  pressures and flow rates,
thus  reducing  operating  costs and boosting  production  capacities.  We added
capability  to our seismic  imaging  tools,  allowing us to discern the shape of
hydrocarbon  reservoirs  more  clearly,  and worked with  suppliers to develop a
high-strength steel to reduce the cost of gas pipelines.

      Our  strategic   plans  to  upgrade  the  portfolio   continued  with  the
acquisition  of the  minority  interest  in Vastar  and the sale of BP's  common
interest in Altura  Energy.  We also agreed with partners to realign our oil and
gas interests in Prudhoe Bay, allowing us to optimize  operations and strengthen
our gas position significantly.

      Capital  expenditure and acquisitions rose substantially to $6,383 million
in 2000 from $4,194 million in 1999. This was largely  attributable to increases
in  development  drilling in the North  American  gas  business,  the  Northstar
project in Alaska,  Egypt gas  development  and  projects  in the Gulf of Mexico
deepwater.

      During 2001 many new projects  are  expected to come on stream,  including
six major oil and  natural  gas  fields in the Gulf of Mexico,  Alaska,  Angola,
Egypt and Norway.

      In  1999,  replacement  cost  operating  profit  was  $6,983  million,  an
improvement  of 120% over the  equivalent  result of 1998.  The  result is after
charging  special items of $299 million in 1999.  Special items in 1998 amounted
to $393  million.  Our oil  realizations  were  $4.68 a barrel  higher and North
American natural gas prices were 13% above their 1998 level. These environmental
benefits were significantly complemented by cost savings.

      Oil production  increased  slightly compared with 1998, with rising output
in the Eastern Trough Area Project  (ETAP) in the North Sea and at  Schiehallion
and Foinaven,  west of Shetland,  more than offsetting declines in Alaska and in
the more mature North Sea fields, and the effect of the sale of our Canadian oil
interests.  Natural gas production increased 4.5% to just over 6 bcf/d following
the start-up of a $1-billion liquefied natural gas plant in Trinidad.

      Technological  innovation  underpinned  our most  significant  exploration
achievement in 1999 - the discovery of the largest  deepwater field so far found
in the Gulf of Mexico,  the Crazy  Horse  field,  in which the Group holds a 75%
interest. Finding this field involved drilling through 1,800 metres (6,000 feet)
of water  and more than 600  metres  (2,000  feet) of salt to a record  depth of
7,830 metres (25,770 feet).

      Crazy Horse was only one of a number of major  finds in 1999.  In the Gulf
of Mexico we announced the discovery of three other fields - Holstein,  Atlantis
and Mad Dog.  In  Angola  our  exploration  success  continued  with  eight  new
discoveries.  Elsewhere  there  were  large  natural  gas finds in  Azerbaijan's
offshore  waters and in  Australia's  North West  Shelf.  In  December  1999,  a
consortium, in which BP has a 35% interest, announced that it had been awarded a
deep water concession offshore Brazil, the BFZ-2 block.

Gas and Power


                                                                    Years ended December 31,
                                                                  --------------------------
                                                                   2000      1999       1998
                                                                   ----     -----      -----

                                                                           
Total replacement cost operating profit...........   ($ million)    186       211         58
Total gas sales volumes (a).......................   (mmcf/d)    14,471     8,930      8,519


- ----------

(a)   Includes marketing, trading and supply sales.


                                       70

      The Gas and Power business,  which is reported  separately from January 1,
2000, is responsible for BP's world-wide gas marketing activities (although some
long term gas sales  contracts  are also  included  within the  Exploration  and
Production business) and all business development  opportunities in natural gas,
including   gas-fired   power   generation.   The  Gas  and  Power   stream  has
responsibility for the shareholding in Ruhrgas,  BP's existing gas marketing and
trading operations in the UK and North America, and world-wide power development
activities.  Gas and Power has established  business  development  operations in
Latin America, the Mediterranean,  the Caspian region, the Middle East, Northern
Europe, China and the Asia-Pacific region.

      The replacement  cost operating  profit for 2000 was $186 million compared
with $211 million in 1999. The result for 2000 includes a contribution from ARCO
for the period from April 14, 2000. The improved income from  operations  partly
offset increased business development costs.

      Increased  gas sales in North  America,  the UK and Spain  contributed  to
total sales of 14.5 billion cubic feet per day.

      The following  table  summarizes the changes in gas sales volumes  between
1999 and 2000. In order to present a meaningful  comparison  against  1999,  the
table adjusts the reported  amounts in 1999 and 2000 to exclude the contribution
from significant acquisitions.



                                                                                    Year
Gas sales volumes movements                                                  -----------
                                                                                (mmcf/d)

                                                                                
BP 1999 as reported (A)..................................................          8,930
                                                                                  ======
BP 2000 as reported (B)..................................................         14,471

Less acquisitions (C)
ARCO....................................................................          (2,194)
Progas..................................................................          (1,236)
                                                                                  ------
                                                                                  (3,430)
                                                                                  ------
BP 2000 adjusted for acquisitions (D) [D=B-C]...........................          11,041
                                                                                  ======
Variance 2000 vs 1999 (D-A).............................................           2,111
                                                                                  ======
%Increase ..............................................................             24%


      We became the first non-Spanish  company to win customers in Spain's newly
deregulated  gas  market.   Work  began  on  the  liquefied  natural  gas  (LNG)
regasification  terminal and gas-fired  power station at Bilbao,  Spain,  and we
agreed a  20-year  $2.5-billion  sale of LNG to power  plants  in the  Dominican
Republic.  In North  America  acquisitions  improved our wholesale and marketing
capabilities. We invested in GreenMountain.com, the leading US consumer marketer
of green  energy and  reached  agreement  with  PetroChina  to  establish  a gas
marketing  joint  venture  in  eastern  China.  We became  the first oil and gas
company  to order  new-build  LNG  vessels  not tied to a single  gas  source or
customer.

      Capital  expenditure and  acquisitions  was $279 million compared with $18
million in 1999.  Expenditure  in 2000  included  $125 million for the first two
instalments on two LNG ships and investment in GreenMountain.com.

      The replacement cost operating  profit for 1999 was $211 million  compared
with $58 million in 1998. The result for 1998 is after charging special items of
$92  million.  Apart  from the  impact  of  special  charges,  the  increase  of
$61 million in 1999 represents an increase in income from operations.

      Gas sales  increased  from 8.5  billion  cubic feet per day in 1998 to 8.9
billion cubic feet per day in 1999, driven mainly by growth in North America.

      During  1999,  we  acquired  all of the shares we did not own in  Canada's
second  largest  natural  gas  supply  aggregator,  ProGas.  ProGas  is based in
Calgary,  Alberta,  and  purchases gas from  approximately  170 producers in the
western  Canadian  Sedimentary  Basin. It markets 1.45 bcf/d of gas across North
America.


                                       71

Refining and Marketing


                                                                 Years ended December 31,
                                                                 -----------------------
                                                                  2000(a)  1999(a)  1998(a)
                                                                 -----    -----    -----

                                                                      
Total replacement cost operating profit...($ million)            3,908    1,840    2,564
Global Indicator Refining Margin (b)......    ($/bbl)             4.22     1.24      2.1
Refinery throughputs......................     (mb/d)            2,916    2,522    2,698
Total marketing sales ....................     (mb/d)            3,756    3,186    3,137


- ----------

(a)   Includes BP's share of the BP/Mobil European joint venture until August 1,
      2000.

(b)   The  Global  Indicator  Refining  Margin  (GIM)  is the  average  of seven
      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  charateristic  of the typical
      level of upgrading capacity.

      Refining  and  Marketing  had an  outstanding  year in 2000,  with  record
results and a highly competitive return on fixed assets.

      The replacement cost operating profit for 2000 was $3,908 million compared
with $1,840 million in 1999.  The result for 2000 includes a  contribution  from
ARCO for the period from April 14, 2000, a contribution  from Burmah Castrol for
the period from July 7, 2000 and reflects the full consolidation of the BP/Mobil
European  fuels  business from August 1, 2000. In addition,  the result is after
charging special items of $595 million and depreciation and amortization arising
from the fixed asset  revaluation  adjustment and goodwill  consequent  upon the
ARCO and Burmah  Castrol  acquisitions  of $440  million.  Special items in 1999
amounted to $242 million.  The 2000 result  benefited from cost reductions and a
strong oil trading performance.

      In 2000,  refining  margins were stronger in all regions than in 1999, and
NGL margins were generally strong.  Marketing margins came under pressure due to
the inability to pass through high product prices in competitive markets.

      The  acquisition of ARCO gave us  coast-to-coast  market access in the USA
and the  acquisition  of Burmah Castrol  significantly  increased our lubricants
activities  throughout the world. Since unveiling our new global brand, sites in
the USA and Europe  are  preparing  for  conversion  during  2001.  In  emerging
markets,  fuel  sales  rose by 22% and we  opened 75 new  retail  sites in Latin
America, Poland, Russia and Africa. Growth in aviation fuel sales was strong. In
August 2000,  we  completed  the  purchase of  ExxonMobil's  30% interest in the
BP/Mobil European fuels business for $1.5 billion.

      The  following  table  summarizes  changes  in  refinery  throughputs  and
marketing  sales volumes between 1999 and 2000. In order to present a meaningful
comparison against 1999, the table adjusts the reported amounts in 1999 and 2000
to exclude the contribution from significant acquisitions and divestments.



                                                           Refining               Marketing
Refining and Marketing volume movements                 throughputs                   sales
                                                        -----------             -----------
                                                           (mb/d)                  (mb/d)
                                                                             
BP 1999 as reported (A)............................           2,522                   3,186
Alliance divestment (B)............................            (250)                     --
                                                             ------                  ------
BP 1999 adjusted for divestments (C) [C=A-B]                  2,272                   3,186
                                                             ======                  ======
BP 2000 as reported (D)............................           2,916                   3,756

Net acquisitions and divestments (E)
ARCO...............................................            (334)                   (352)
ExxonMobil share of the former BP/Mobil
  European fuels JV................................            (113)                   (133)
Burmah Castrol.....................................              --                     (16)
Alliance...........................................            (228)                     --
                                                             ------                  ------
                                                               (675)                   (501)
                                                             ------                  ------
BP 2000 adjusted for acquisitions (F) [F=D-E]                 2,241                   3,255
                                                             ======                  ======
Variance 2000 vs 1999 (F-C)                                     (31)                     69
                                                             ======                  ======
%Increase (decrease)                                            (1)%                     2%


                                       72

       During 2000 we  commercialized  a novel  process to remove  sulphur  from
gasoline  and diesel at low cost and with no loss of octane.  This is helping to
advance  the rate at which we  introduce  new clean  fuels.  By the end of 2000,
cleaner fuels had gone on sale in 56 cities worldwide, against a target of 40.

      Capital  expenditure and  acquisitions in 2000 was $8,750 million compared
with $1,634 million in 1999. The Group's capital expenditure on refinery assets,
including  environmental  expenditures  and  investments in line with regulatory
requirements  to  improve  product  quality,  totalled  $1,642  million  in 2000
compared with $607 million in 1999.  During 2000 our Bulwer  Island  refinery in
Queensland,  Australia,  commissioned  a new  hydrocracker  complex three months
ahead of  schedule.  We  completed  a project at Sines,  Portugal,  to develop a
liquefied  petroleum gas storage  cavern,  and  progressed a similar  project at
Ningbo on the  Chinese  coast.  These are  examples  of a number of  initiatives
undertaken  as part of our drive  for  cleaner  fuels.  Capital  expenditure  on
marketing assets amounted to $7,108 million in 2000 compared with $1,027 million
in the previous year. The substantial  increase in 2000 reflects the acquisition
of Burmah Castrol and ExxonMobil's share of the BP/Mobil European joint venture.

      In 2000, as part of the Company's  global  refining  strategy we completed
the sale to Tosco Corporation of the Alliance refinery in Louisana and announced
the intended  disposal of three US refineries and their  associated  facilities.
The  three  refineries  -- Salt Lake City in Utah,  Mandan in North  Dakota  and
Yorktown in Virginia  -- have a combined  capacity of 177,000  barrels a day. In
addition to the US  refineries  we have  announced the intention to sell our 30%
interest in our Singapore  refinery of which BP's share is 78,000 barrels a day.
The refineries will continue to operate normally during the sales process. It is
anticipated that the sales process will be completed by mid-2001.

      During 2001, we plan to open more than 300 BP Connect  convenience  retail
sites  worldwide  sporting  the new helios  brand mark as part of a  longer-term
reimaging plan. The cost of rebranding  existing sites in 2001 is expected to be
around  $190  million.  In total,  we plan to have the new helios  brand mark in
place on more than 5,000 sites by the end of 2001.

      In 1999,  Refining and Marketing  achieved a highly  competitive return on
fixed assets despite plummeting margins in refining,  which fell by 48% compared
with the previous  year.  Replacement  cost  operating  profit of $1,840 million
represented a decrease of 28% compared with 1998.  The result is after  charging
special  items of $242 million in 1999.  There were no special  charges in 1998.
Apart from the impact of special  charges the decrease  reflects the rise in the
price of crude oil and refined  products and  consequent  tightening of margins.
The  deterioration  in the refining  environment  led to run cuts at a number of
refineries.  The pressure on marketing  margins  reflected rising product prices
which could not be fully  recovered in the market.  Significant  cost reductions
moderated the effect of the harsher trading environment.

       In 1999  retail  volumes  rose while shop  revenues  grew faster than the
market at 6%, reflecting the strength of our convenience  retail business in the
USA and UK.  More than 170 new retail  sites were  opened  worldwide  during the
year,  with 90 opened in Poland,  China,  Venezuela  and  Russia.  Growth in our
aviation business was strong,  and Air BP was recognized as the World's Best Jet
Fuel Marketer by an authoritative industry survey.

Chemicals


                                                                 Years ended December 31,
                                                               --------------------------
                                                                2000      1999       1998
                                                               -----     -----      -----
                                                                        
Total replacement cost operating profit.......... ($ million)    760       686      1,100
Chemicals Indicator Margin (a)...................  ($/te)        121(b)    114        139
Production volumes (c)...........................  (kte)      22,065    21,853     20,570


- ----------

(a)   The   Chemicals   Indicator   Margin  (CIM)  is  a  weighted   average  of
      externally-based  product margins. It is based on market data collected by
      Chem Systems in their quarterly  market  analyses,  then weighted based on
      BP's product portfolio.  While it does not cover our entire portfolio,  it
      includes a broader  range of products than our previous  indicator.  Among
      the  products  and  businesses  covered  in the CIM are  the  olefins  and
      derivatives, the aromatics and derivatives,  linear alpha olefins,  acetic
      acid,  vinyl acetate  monomer and  nitriles.  Not included are Fabrics and
      Fibres, plastic fabrications, poly alpha olefins,  anhydrides, Engineering
      Polymers and Carbon Fibres,  speciality  intermediates,  and the remaining
      parts of the solvents and acetyls businesses.

(b)   Provisional.  The data for the current  year is based on eleven  months of
      actual data and one month of provisional data.

(c)   Includes  BP share of  associated  undertakings  and  other  interests  in
      production.


                                       73

      Chemicals'  replacement  cost operating  profit was $760 million  compared
with $686 million in 1999. The results for 2000 and 1999 include special charges
of $276 million and $247 million respectively. Productivity improvements in 2000
more than offset the effects of the weaker environment.

       Chemicals'  demand was firm in the first half of 2000,  but then weakened
in the final two quarters as the global economy slowed.  Annual  production rose
1% to 22.1 million  tonnes,  despite  operational  difficulties  at Grangemouth,
Scotland.  Several  initiatives  to promote cost and capital  efficiency  helped
offset pressure on margins that were close to cyclical lows, as high oil and gas
prices  boosted  feedstock  costs.  The  weakness of the euro added  pressure on
margins in our European operations.

      Capital  expenditure and  acquisitions in 2000 was $1,585 million compared
with $1,215 million in 1998. A major  programme of UK investment  continued with
the  successful   commissioning  of  polypropylene  and  polyethylene  units  at
Grangemouth.

      In  2000  our  chemicals   activities  focused  on  areas  of  competitive
advantage. We reached agreement in principle to acquire Bayer's 50% shareholding
in the  Erdolchemie  joint venture in Germany;  this  represents  the 50% of the
joint  venture we do not already  own.  Our  polypropylene  joint  venture  with
ATOFINA was dissolved, giving us full control of assets at Grangemouth and a 50%
share of production in Lavera, France. We commissioned a world-scale acetic acid
plant in Malaysia  and made  progress on planning a  $2.5-billion  ethylene  and
derivatives joint venture near Shanghai in China. In November construction began
of a $360-million  PTA plant at Zhuhai in southern China,  and another PTA plant
was  announced in Taiwan.  We  announced  several  related  deals with Solvay of
Belgium, involving assets with a combined turnover of $2.6 billion.

       During  2001,  petrochemicals  capacity  is  planned to be  increased  at
Grangemouth   and  Hull  in  the  UK,  and  in  Canada,   production  of  linear
alpha-olefins is scheduled to begin at a new world-scale facility.

      In 1999,  replacement cost operating profit was $686 million compared with
$1,110  million in 1998.  The  result is after  charging  special  items of $247
million in 1999. Special charges in 1998 were $50 million.  Chemicals margins in
several  commodity  product  areas fell to levels  below the low points  seen in
previous  cycles.  At the same time the effects of the financial  crisis in Asia
continued  to be felt,  especially  in Europe,  where  weakness of the euro also
contributed to pressure on margins. This adverse external environment was offset
partially by a clear focus on cost  reductions  and  releasing  the value of the
merger of BP and Amoco.  Total volume of product  manufactured  rose by 6% to an
all-time  record of 21.9  million  tonnes  as new  capacity  came on stream  and
production  reliability  increased.  These  increases in production  were partly
offset by disposals.

      In 1999 we  disposed  of the Verdugt  acid salts  business in Europe,  the
Plaskon electronic materials business based in the USA and Singapore,  our share
of the olefins  cracker in Wilton,  UK, the US Fibers and Yarns business and the
Plaspack  Kunststoffe plastic net and webbing business and we completed the sale
and  leaseback of railcars in the USA. In addition,  we announced the closure of
our  joint-venture  Singapore  Aromatics  complex.  In 2000, BP refinanced  this
entity's  bank  loans  and sold  its  interest  in this  entity  to  ExxonMobil,
resulting in a loss of $209 million ($148 million after tax).

       In 1999, a number of new chemicals  projects aimed at  strengthening  our
portfolio  were  sanctioned or announced,  including a new 250,000 tonnes a year
linear alpha-olefins plant in Alberta,  Canada, and the expansion of trimellitic
anhydride capacity at our plant in Joliet, Illinois.

       In China our 150,000-tonnes-a-year acetic acid joint venture with Sinopec
at Yaraco was commissioned early in the year. Another joint venture with Sinopec
- - the detailed  planning phase of a world-scale  900,000-tonnes-a-year  ethylene
cracker and derivative  product units near Shanghai - received official approval
in the Autumn. Start-up is expected in 2005.

Other Businesses and Corporate


                                                                 Years ended December 31,
                                                               --------------------------
                                                                2000      1999       1998
                                                               -----     -----      -----

                                                                         
Replacement cost operating loss........  ($ million)          (1,110)     (826)      (374)


      Other Businesses and Corporate  comprises Finance,  BP Solar, our coal and
aluminium assets, our investments in PetroChina and Sinopec, interest income and
costs relating to corporate activities worldwide.

       The net cost of Other Businesses and Corporate in 2000 amounted to $1,110
million.  This includes a  contribution  from ARCO for the period from April 14,
2000 and special charges of $488 million.

      BP Solar production and shipments for 2000 were 31% higher than in 1999. A
total of 42 megawatts (MW) of solar panel  generating  capacity was sold in 2000
(1999, 32 MW and 1998, 27 MW).


                                       74

      During 2000, we purchased a 2.2%  interest in PetroChina  for $578 million
and a 2.2% interest in Sinopec for $416 million - two of Asia's  largest oil and
natural gas companies.

       The net cost of Other  Businesses  and Corporate of $826 million for 1999
included  $398  million for  rationalization  costs  following  the BP and Amoco
merger.

Interest Expense

      Interest  expense in 2000 was $1,770 million  compared with $1,316 million
in 1999.  These amounts included special charges of $111 million and $24 million
respectively,  arising from the early  redemption of bonds.  After adjusting for
these special charges,  the increase in Group interest expense in 2000 reflected
higher debt and interest rates.

       Interest  expense in 1999 was $1,316 million compared with $1,177 million
in 1998. The increase  reflected lower  capitalized  interest and higher average
debt, the effects of which were partly offset by lower interest rates.

Taxation

      The charge for corporate  taxes in 2000 was $4,972  million  compared with
$1,880  million in 1999,  and $1,520  million in 1998. The effective tax rate on
historical  cost profit was 29% in 2000, 27% in 1999 and 32% in 1998. The higher
rate in 2000 compared to 1999 reflects the non-deductibility for tax purposes of
ARCO  and  Burmah  Castrol  acquisition  amortization;  the  reduced  impact  of
beneficial  timing  differences  due to the higher level of income;  and reduced
untaxed  inventory  holding  gains,  partly  mitigated  by  the  utilization  of
significant brought-forward tax credit balances. The lower rate in 1999 compared
with 1998 was due to the impact of unrelieved  inventory holding losses in 1998,
partly offset by the low tax relief on net exceptional losses in 1999.

      The effective tax rate on replacement cost profit before exceptional items
was 29% (27% after  adjusting for special items and  acquisition  amortization),
compared with 28% in 1999 and 25% in 1998. The higher rate in 2000 was caused by
the non-deductability  for tax purposes of the acquisition  amortization and the
reduced  impact of  beneficial  timing  differences  due to the higher  level of
income.  The increase in effective  rate in 1999 over 1998 reflected the effects
of tax on inventory holding gains in 1999 and inventory holding losses in 1998.

Outlook

      The overall trading  environment is expected to remain generally positive,
notwithstanding  less favourable  economic  conditions than those experienced in
2000. Oil and gas prices are likely to remain volatile, in a trading range below
the peaks seen during 2000.  Refining margins should continue to be supported by
tightness  in  product  stocks,  though  in the  first  quarter  the  effect  of
strengthened  margins  in the USA were more than  offset  by weaker  margins  in
Europe and Asia.  Marketing margins are likely to reflect competitive  pressures
after recent falls in the oil price. The chemicals trading environment is likely
to come  under  further  pressure  from a  moderation  in  economic  growth  and
increasing supply capacity.

Environmental Expenditure


                                                                 Years ended December 31,
                                                               --------------------------
                                                                2000      1999       1998
                                                               -----     -----      -----
                                                                        ($ million)

                                                                             
Operating expenditure.......................................     653       414        446
Capital expenditure.........................................     298       246        426
Clean-ups...................................................      81        92        129
New provisions for environmental remediation................     228       145         13
New provisions for decommissioning..........................     139        80        130



      Operating and capital expenditure on the prevention, control, abatement or
elimination of air,  water and solid waste  pollution is often not incurred as a
discrete  identifiable   transaction.   Instead,  it  forms  part  of  a  larger
transaction which includes,  for example,  normal maintenance  expenditure.  The
figures for  environmental  operating and capital  expenditure  in the table are
therefore  estimates,  based on the  definitions  and guidelines of the American
Petroleum Institute.


                                       75

       Environmental  operating  and  capital  expenditures  were higher in 2000
principally due to the inclusion of ARCO and Burmah  Castrol.  Similar levels of
operating and capital  expenditure  are expected in the foreseeable  future.  In
addition to operating and capital  expenditures,  we also create  provisions for
future  environmental  remediation.   Expenditure  against  such  provisions  is
normally  incurred in  subsequent  periods and is not included in  environmental
operating  expenditure reported for such periods.  Included within special items
is a charge of $170 million relating to environmental  liabilities at certain US
sites. The charge appears within operating  expenditure ($50 million) and in new
provisions for environmental remediation ($120 million).

       Provisions  for  environmental  remediation  are made when a clean-up  is
probable  and  the  amount  reasonably  determinable.  Generally,  their  timing
coincides  with  commitment  to a formal  plan of  action  or,  if  earlier,  on
divestment or on closure of inactive sites.

       The  extent  and cost of future  remediation  programmes  are  inherently
difficult to estimate.  They depend on the scale of any possible  contamination,
the timing and extent of corrective  actions,  and also the Group's share of the
liability. Although the cost of any future remediation could be significant, and
may be  material  to the  result  of  operations  in the  period  in which it is
recognized,  we do not expect that such costs will have a material effect on the
Group's  financial  position  or  liquidity.   We  believe  our  provisions  are
sufficient  for known  requirements;  and we do not believe  that our costs will
differ significantly from those of other companies (with similar assets) engaged
in  similar  industries  or that  our  competitive  position  will be  adversely
affected as a result.

       In  addition,  we make  provisions  over the useful lives of our oil- and
gas-producing  assets  and  related  pipelines  to meet  the  cost  of  eventual
decommissioning.  Provisions for environmental  remediation and  decommissioning
are usually set up on a discounted  basis,  as required by  Financial  Reporting
Standard No.12,  `Provisions,  Contingent  Liabilities  and Contingent  Assets'.
Further details of decommissioning  and environmental  provisions appear in Item
18 -- Note 27 of Notes to Financial  Statements.  See also Item 4 -- Information
on the Company -- Environmental Protection.

Insurance

       The Group  generally  restricts  its purchase of insurance to  situations
where  this is  required  for  legal or  contractual  reasons.  This is  because
external  insurance is not considered an economic means of financing  losses for
the Group. Losses will therefore be borne as they arise rather than being spread
over time  through  insurance  premia  with  attendant  transaction  costs.  The
position will be reviewed periodically.

The Euro

       As a result of the Treaty establishing the European Community, as amended
by the Treaty on European Union,  (the Treaty),  European  economic and monetary
union (EMU) has occurred for eleven out of the fifteen  member  countries of the
European Union (participating countries). The final stage of the Treaty began on
January 1, 1999.

       For the participating countries, the fixed conversion rates between their
sovereign  currencies (legacy  currencies) prior to January 1, 1999 and the euro
have been established. The euro has been adopted as their common legal currency.
The legacy  currencies are scheduled to remain legal tender as  denominations of
the euro between January 1, 1999 and January 1, 2002 (the transition period).

       The United Kingdom has not  participated  initially in EMU, but may do so
at a later time. The current policy of the UK government is that any decision to
join EMU will only be taken  after a national  referendum  of the people and, in
any event, not before 2002.

      BP's commercial and financial processes were successfully adapted to allow
its  European  operations  to  undertake  transactions  in the euro and  capture
competitive  advantage  offered by the new  currency,  from January 1, 1999.  In
common with experience generally across Europe, the actual level of transactions
in euros for our  businesses  continues to be low.  The  currency of  accounting
records and the related systems are now being converted to euros. The capability
to conduct  business in the former national  currencies will be retained as long
as necessary. The costs associated with the euro programme are estimated at $100
million,  of which some $60 million had been incurred and expensed by the end of
2000.

       It is  difficult  to predict  whether  the euro will  affect the level or
volatility  of  foreign  exchange  rates.  However,  we do not  expect  that the
introduction  of the euro will have a significant  effect on the Group's results
of operations, its financial position or liquidity.


                                       76



                         LIQUIDITY AND CAPITAL RESOURCES

Cash Flow


                                                                 Years ended December 31,
                                                               --------------------------
                                                                2000      1999       1998
                                                               -----     -----      -----
                                                                        ($ million)
                                                                           
Net cash inflow from operating activities...................  20,416    10,290      9,586
Net cash inflow (outflow) ..................................   3,743       (82)      (906)


      Net cash inflow for the year was $3,743 million,  compared with an outflow
of $82 million in 1999.  This results from an almost  doubling of operating cash
flow partially  offset by higher tax payments and net cash outflows from capital
expenditure,  acquisitions  and disposals.

      Net cash inflow from operating  activities increased to $20,416 million in
2000 from $10,290  million in 1999. The main factor in this  improvement was the
increased operating earnings.

      Dividends from joint ventures and associated  undertakings  decreased from
$1,168 million in 1999 to $1,039  million in 2000. The principal  factor in this
decrease was the  dissolution  in August,  2000 of the BP/Mobil  European  joint
venture  partially  offset by an increase  in  dividends  from other  associated
undertakings.  The net cash outflow  from  servicing of finance and returns from
investments  decreased to $892 million from $1,003 million in 1999,  principally
because of the lower payment of dividends to minority shareholders. The increase
in interest  payments was largely  offset by the increase in interest  receipts.
Tax  payments  rose to  $6,198  million  in 2000  from  $1,260  million  in 1999
reflecting  increased  taxation as a result of higher profits and  approximately
$1.6 billion relating to the FTC mandated disposal of ARCO's Alaskan  businesses
and certain pipeline  interests in the Lower 48 States,  which are accounted for
under the allocation of purchase price as opposed to the current tax charge.

      Payments for capital  expenditures  on fixed  assets net of proceeds  from
sales of fixed assets, amounted to $7,072 million, an increase of $1,687 million
on 1999. Higher capital expenditure in 2000 was partly offset by higher disposal
proceeds.  We are targeting  annual  investment in the $12-13 billion range over
the period  2001-2003 which is consistent with historic levels of investment for
the enlarged group.

      Acquisitions  and  disposals of  businesses  produced a net cash inflow of
$865  million  compared  with $243  million in 1999.  The  increase  in disposal
proceeds of $7,041  million,  which included $6,803 million for the FTC mandated
sales,  was largely offset by increased spend on acquisitions and investments in
associated undertakings.

      Overall net cash outflow for capital expenditure and acquisitions,  net of
disposals, was $6,207 million (1999 $5,142 million).

      Dividend payments  increased to $4,415 million from $4,135 million in 1999
reflecting  the increase in shares in issue as a result of the ARCO  acquisition
and the  dividend  increase in the third  quarter of 2000,  partially  offset by
share repurchases during the year.

      Net cash  outflow for 1999 was $82 million  compared  with $906 million in
1998.  The change  reflected  improved  operating  results and lower net capital
expenditure,  partly offset by  restructuring  and integration  costs and higher
dividend payments.

      Net cash inflow from operating  activities increased to $10,290 million in
1999 from $9,568  million in 1998.  The main  factors in this  improvement  were
increased  operating  earnings  offset to a large  extent by an  increase in the
funding requirement for working capital caused by the increase in oil prices.

      Dividends from joint ventures and associated  undertakings  increased from
$966 million in 1998 to $1,168  million in 1999.  The  principal  factor in this
increase was improved  results from the BP/Mobil joint venture  partially offset
by a decrease in  dividends  from other  associated  undertakings.  The net cash
outflow  from  servicing of finance and returns  from  investments  increased to
$1,003  million  from $825  million in 1998,  principally  as a result of higher
interest  payments  being made on the higher average level of debt. Tax payments
fell from $1,705 million in 1998 to $1,260  million in 1999  reflecting a degree
of lag in the timing of tax payments.

      Payments for capital  expenditures  on fixed  assets net of proceeds  from
sales of fixed assets in 1999, amounted to $5,385 million, a reduction of $1,913
million on 1998. This reduction was a result of the Group's decision to increase
the focus of its capital programme.


                                       77

      Acquisitions  and  disposals of  businesses  produced a net cash inflow of
$243  million  compared  with $778  million in 1999.  The major  element of this
reduction  in cash inflow was the  turnaround  of the funding of joint  ventures
from a net release of funds in 1998 of $708 million to a net requirement of $750
million in 1999.  This  increase  in cash  outflow  was  partially  offset by an
increase  in  proceeds  from the sale of  businesses  which  amounted  to $1,292
million  in 1999  compared  with $780  million  in 1998.  Also  within  this net
reduction  were cash outflows for  acquisitions  and  investments  in associated
undertakings  which  amounted to $299  million,  a decrease of $411 million over
1998.

      Dividend  payments  increased by $1,727 million to $4,135 million in 1999.
This  reflected  the  termination  of the former BP share  dividend plan and the
fifth dividend payment in 1999 due to the  harmonization and acceleration of the
payment timetable.

Financing the Group's Activities

      The  Group's  principal  commodity,  oil,  is  priced  internationally  in
dollars.  Group  policy  has been to  minimize  economic  exposure  to  currency
movements  by  financing  operations  with US  dollar  debt  wherever  possible,
otherwise  by using  currency  swaps when funds have been  raised in  currencies
other than dollars.

      The Group's finance debt is almost entirely in US dollars.  Net debt, that
is debt less cash and liquid resources,  was $19,359 million at the end of 2000,
an increase of $6,336  million over the year.  Gross debt consisted of long term
borrowings of $14,772 million and short term  borrowings of $6,418 million.  Net
debt of $6,579 million was acquired with ARCO and Burmah Castrol.  Following the
acquisitions, the Group repurchased $960 million of outstanding debt in order to
provide greater financing  flexibility for the future.  The ratio of net debt to
net debt plus equity was 21%,  compared with 23% a year ago. After adjusting for
the fixed asset revaluation adjustment and goodwill consequent upon the ARCO and
Burmah Castrol  acquisitions,  the ratio of net debt to net debt plus equity was
27%. We expect to keep this adjusted ratio in the range of 20-30%.  The maturity
profile and fixed/floating rate  characteristics of the Group debt are described
in Item 18 -- Financial Statements -- Note 25.

      At December  31, 2000  contracts  had been  placed for  authorized  future
capital  expenditure   estimated  at  $4,141  million,   mainly  in  respect  of
exploration  and  production  activities.  Such  expenditure  is  expected to be
financed largely by cash flow from operating  activities.  At December 31, 2000,
the Group had available undrawn committed borrowing facilities of $3,450 million
($3,000 million at December 31, 1999).

      BP has in place a Debt  Issuance  Programme  (the  Programme).  Under  the
Programme  certain  subsidiaries  of the Group may from time to time  issue debt
securities  guaranteed by the Company.  The debt may have a minimum  maturity of
one  month  and no  maximum  maturity.  Aggregate  debt  outstanding  under  the
Programme  will not at any time  exceed $6  billion or the  equivalent  in other
currencies.  At March 30, 2001, the amount drawn down against this Programme was
$2,237 million.

      BP believes that, taking into account  unutilized market  facilities,  the
Group has sufficient working capital for foreseeable requirements.

Liquidity Risk

      Liquidity  risk is the risk  that  suitable  sources  of  funding  for the
Group's business  activities may not be available.  The Group has long-term debt
ratings of Aa1 and AA+ assigned respectively by Moody's and Standard and Poor's.
The Group has access to a wide range of funding at competitive rates through the
capital markets and banks. It co-ordinates  relationships with banks,  borrowing
requirements,  foreign exchange requirements and cash management centrally.  The
Group  believes  it has  access  to  sufficient  funding  and has  also  undrawn
committed  borrowing   facilities  to  meet  currently   foreseeable   borrowing
requirements.  At December 31, 2000, the Group had available  undrawn  committed
facilities of $3,450 million. These committed facilities,  which are mainly with
a number of international  banks, expire in 2001. The Group expects to renew the
facilities on an annual basis.

Credit Risk

      Credit risk is the potential exposure of the Group to loss in the event of
non-performance  by a  counterparty.  The credit risk  arising  from the Group's
normal commercial  operations is controlled by individual operating units within
guidelines.  In  addition,  as a result of its use of  financial  and  commodity
instruments,  including derivatives, to manage market risk, the Group has credit
exposures  through its dealings in the  financial  and  specialized  oil and gas
markets.  The Group  controls the related credit risk by entering into contracts
only with  highly  credit-rated  counterparties  and through  credit  approvals,
limits and monitoring  procedures,  and does not usually  require  collateral or
other security.  Counterparty credit validation,  independent of the dealers, is
undertaken before contractual commitment. The Group has not experienced material
non-performance by any counterparty.


                                       78

ITEM 6 -- DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

                         DIRECTORS AND SENIOR MANAGEMENT

      The  following  lists  the 21  directors  on the  board  and  the  company
secretary.



                                                                              Initially elected
Name                                                                          or appointed
- ------                                                                        --------------
                                                                       
P D Sutherland................   Non-executive co-chairman (a)                Chairman since May 1997
                                                                              Director since July 1995
Sir Ian Prosser...............   Non-executive deputy chairman (a)(b)(c)      Deputy chairman since
                                                                              February 1999
                                                                              Director since May 1997
Sir John Browne...............   Executive director (Group chief executive)   September 1991
Dr J G S Buchanan.............   Executive director                           October 1996
R F Chase.....................   Executive director (Deputy group chief       March 1992
                                 executive)
W D Ford......................   Executive director                           January 2000
Dr C S Gibson-Smith...........   Executive director                           September 1997
Dr B E Grote..................   Executive director                           August 2000
R L Olver.....................   Executive director                           January 1998
R S Block.....................   Non-executive director (a)(d)                December 1998
J H Bryan.....................   Non-executive director (a)(c)                December 1998
E B Davis, Jr.................   Non-executive director (a)(b)(c)             December 1998
R J Ferris....................   Non-executive director (a)(b)                December 1998
C F Knight....................   Non-executive director (a)(b)                October 1987
F A Maljers...................   Non-executive director (a)(d)                December 1998
Dr W E Massey.................   Non-executive director (a)(d)                December 1998
H M P Miles...................   Non-executive director (a)(c)(d)             June 1994
Sir Robin Nicholson...........   Non-executive director (a)(b)                October 1987
M H Wilson....................   Non-executive director (a)(c)                December 1998
Sir Robert Wilson.............   Non-executive director (a)(c)(d)             July 1998
The Lord Wright of Richmond...   Non-executive director (a)(b)                October 1991
J C Hanratty..................   Secretary                                    October 1994


- ----------
(a)    Member of the Chairman's Committee.

(b)    Member of the Remuneration Committee.

(c)    Member of the Audit Committee.

(d)    Member of the Ethics and Environment Assurance Committee.

      Mr H L Fuller retired as executive  co-chairman  and director of the board
on March  31,  2000.  Mr B K  Sanderson  retired  as an  executive  director  on
September 30, 2000. Dr B E Grote was appointed an executive director with effect
from August 3, 2000.  Mrs R S Block will retire as a  non-executive  director on
April 19, 2001,  Dr C S  Gibson-Smith  will retire as an  executive  director on
April 19, 2001 and the Lord Wright of  Richmond  will retire as a  non-executive
director on April 30, 2001.

      BP's articles of  association  require  directors who have held office for
three  years or more since they were  appointed  or  re-elected  to retire  from
office  at  the  Company's  annual  general  meeting,  together  with  directors
appointed by the board since the last annual general meeting. Retiring directors
may offer  themselves  for  re-election.  The  directors  retiring  and offering
themselves for re-election at this year's meeting are Sir John Browne,  Mr H M P
Miles,  Sir Robin Nicholson,  Mr R L Olver and Sir Ian Prosser.  Dr B E Grote is
standing for election by the shareholders.

       The biographies of the directors and the secretary are set out below.

       P D Sutherland,  SC -- Peter  Sutherland (54) rejoined BP's board in 1995
having  previously  been a  non-executive  director  from  1990 to 1993.  He was
appointed  chairman of BP in May 1997.  He is chairman and managing  director of
Goldman   Sachs    International   and   is   a   non-executive    director   of
Telefonaktiebolaget L M Ericsson, Investor AB and The Royal Bank of Scotland.

                                       79

       Sir Ian  Prosser  -- Sir Ian  (57)  joined  BP's  board  in 1997  and was
appointed  deputy  chairman  in  February  1999.  He  is  chairman  of  Bass,  a
non-executive director of GlaxoSmithKline and a vice president of the Council of
the Brewers and Licensed Retailers Association.

       Sir John  Browne,  FREng -- Sir John  (53)  was  appointed  an  executive
director of BP in 1991 and group chief  executive in 1995. He is a non-executive
director of Goldman Sachs Group and Intel Corporation,  a trustee of the British
Museum and a member of the supervisory board of DaimlerChryser.  He is also vice
president  and a member of the board of the  Prince  of Wales  Business  Leaders
Forum.

      Dr J G S Buchanan -- John Buchanan  (57),  chief  financial  officer,  was
appointed an executive director of BP in 1996. He is a non-executive director of
Boots and a member of the UK Accounting Standards Board.

      R F Chase  --  Rodney  Chase  (57),  deputy  group  chief  executive,  was
appointed an executive director of BP in 1992. He is a non-executive director of
Diageo and the BOC Group.

      W D Ford -- Doug Ford (57), chief executive,  refining and marketing,  was
appointed an executive  director of BP Amoco in January 2000.  Before the merger
of BP and Amoco he had been an executive  vice president of Amoco since 1993. He
is a non-executive director of USG Corporation.

      Dr C S  Gibson-Smith  --  Chris  Gibson-Smith  (55),  executive  director,
policies and technology,  was appointed an executive  director of BP in 1997. He
is a non-executive director of Lloyds TSB.

      Dr B E  Grote  --  Byron  Grote  (52),  chief  executive,  chemicals,  was
appointed an executive  director of BP Amoco in August 2000. From 1998 until May
2000 he was vice chairman of the UK Government's  Public  Services  Productivity
Panel.

       R  L  Olver  --  Dick  Olver  (54),  chief  executive,   exploration  and
production,  was appointed an executive  director of BP in January 1998. He is a
non-executive director of Reuters Group.

      R S Block -- Ruth Block (70) joined  Amoco's board in 1986. She retired as
executive vice president and chief  insurance  officer of The Equitable in 1987.
She is a non-executive director of Ecolab and 35 Alliance Capital Mutual Funds.

      J H Bryan -- John Bryan (64) joined  Amoco's board in 1982. He is chairman
of Sara Lee Corporation and a  non-executive  director of Bank One  Corporation,
General Motors Corporation and Goldman Sachs.

      E B Davis,  Jr -- Erroll B Davis, Jr (56) joined Amoco's board in 1991. He
is chairman,  president and chief executive  officer of Alliant Energy.  He is a
non-executive  of PPG  Industries  and a  member  of  the  American  Society  of
Corporate  Executives,   Association  of  Edison  Illuminating  Companies,   the
Wisconsin  Association  of  Manufacturers  and  Commerce,  the  Edison  Electric
Institute and the Electric Power Research Institute.  He is also chairman of the
board of trustees of Carnegie Mellon University.

      R J Ferris -- Richard  Ferris (64) joined  Amoco's  board in 1981. He is a
non-executive director of The Proctor & Gamble Company.

      C F Knight  --  Charles  Knight  (65)  joined  BP's  board in 1987.  He is
chairman of Emerson Electric and is a non-executive  director of Anheuser-Busch,
Morgan Stanley Dean Witter, SBC Communications and IBM.

      F A Maljers -- Floris  Maljers (67) joined  Amoco's board in 1994. He is a
member of the  supervisory  boards of SHV Holding and Vendex N.V. He is chairman
of  the  supervisory   boards  of  KLM  Royal  Dutch  Airlines,   the  Amsterdam
Concertgebouw N.V. and Rotterdam School of Management, Erasmus University.

      Dr W E Massey -- Walter Massey (62) rejoined  Amoco's board in 1993 having
previously  been a director  from 1983 to 1991.  He is  president  of  Morehouse
College and is a non-executive director of Motorola, Bank of America, McDonald's
Corporation, the Mellon Foundation and the Commonwealth Fund.

      H M P Miles,  OBE -- Michael  Miles (64) joined BP's board in 1994.  He is
chairman of Johnson Matthey and a non-executive  director of ING Baring Holdings
and Balfour Beatty.

      Sir Robin  Nicholson,  F Eng,  FRS -- Sir Robin (66)  joined BP's board in
1987. He is a  non-executive  director of Rolls-Royce  and served as a member of
the UK  Government's  Council for Science and  Technology  from its inception in
1993 until 2000.


                                       80

       M H Wilson -- Michael  Wilson (63) joined  Amoco's  board in 1993.  He is
chairman  and  chief   executive   officer  of  RT  Capital   Management  and  a
non-executive director of Manufacturers Life Insurance Company.

       Sir Robert  Wilson,  KCMG -- Sir Robert  (57)  joined  BP's board in July
1998. He is chairman of Rio Tinto and a non-executive director of Diageo.

       The Lord Wright of  Richmond,  GCMG -- Lord Wright (69) joined BP's board
in 1991,  having been  Permanent  Under-Secretary  and Head of the UK Diplomatic
Service. He was a non-executive director of De La Rue until July 2000.

      J C Hanratty -- Judith  Hanratty  (57) joined BP in London in 1986 and was
appointed  company secretary in 1994. Miss Hanratty reports to the non-executive
Chairman and is not part of executive management. She provides senior governance
and legal counsel to the Board.  She is a member of the Competition  Commission,
the Takeover  Panel,  the Council of Lloyd's of London and of the Lloyd's Market
Board. A barrister, she is also a governor of the College of Law.

                                  COMPENSATION

       The  Remuneration  Committee  determines  the  terms  of  engagement  and
remuneration of the executive directors.

Reward Philosophy

       The  remuneration of executive  directors in BP is based on the following
guiding principles:

       --   Total rewards will be set at levels to attract,  motivate and retain
            high-calibre and  high-potential  staff within a competitive  global
            market

       --   Total  potential  rewards  will be  earned  through  achievement  of
            demanding performance targets based on measures which will represent
            the best  interests of  shareholders  in the short,  medium and long
            term

       --   Incentive  plans,   performance   targets  and  conditions  will  be
            structured to be robust through all stages of the business cycle

       --   Overall  levels of  reward  for  meeting  business  targets  will be
            competitive within a global market,  while outstanding  rewards will
            only be earned for delivering world-class results

       --   Remuneration  policies and incentive  plans will be designed to meet
            the highest standards of international practice.

      There are three  elements  of  executive  remuneration:  performance-based
components -- long-term;  performance based components -- short-term;  and fixed
components. These are described in the following paragraphs.

Performance-based Components -- Long-term

      The Executive  Directors' Long Term Incentive Plan (EDLTIP) was adopted by
shareholders  at the Annual General  Meeting in April 2000 to provide  long-term
incentives specifically for the executive directors.

       The Plan has three elements:

Share Element

      The share element focuses on BP's performance  against 'oil majors' over a
period  of  three  years.  The  specific  performance  measures  and  comparator
companies are reviewed and approved annually by the Remuneration Committee.

      Performance  units  will be  granted  at the  beginning  of the period and
converted  to an award of shares at the end of the period  based on  performance
against oil majors.  The  performance  conditions  and  performance  periods are
similar to the Long Term  Performance  Plan  (LTPP).  The first  grant under the
EDLTIP will be made in 2001.

      The maximum award can be made only when  performance has been ahead of the
peer group on all measures. No award is made if performance is below median.

      After the award is made,  shares are held in trust for three years  before
they are released to the individual.


                                       81

Share Option Element

       The option element is reflective of BP's  performance  relative to a wide
selection of global majors.  The  Remuneration  Committee will take into account
the ranking of the company's total  shareholder  return (TSR) against the TSR of
the FTSE Global 100 group of companies over the three-year  period preceding the
date of grant. There are no further performance conditions on vesting.

Cash Element

       The  Remuneration   Committee  may,  in  special   circumstances,   grant
cash-based  rather than  share-based  incentives.  This  element was not used in
2000.

Performance-based Components -- Short-term

Annual Bonus

       Bonus  targets are a mix of demanding  financial  targets and  leadership
objectives   relating  to  such  areas  as  safety,   environment,   people  and
organization.

       The  specific  measures  as well as the  level of bonus  eligibility  are
reviewed and set annually by the Remuneration Committee.

Fixed Components

Salary

       Fixed sum, payable monthly in cash. Salaries are reviewed periodically in
line with global markets. The appropriate survey groups are defined and analysed
by a leading remuneration consultancy.

Pension

       Executive  directors  are  eligible  to  participate  in the  appropriate
pension schemes applicable in their home countries.

Benefits and Other Share Schemes

       Executive  directors  are  eligible to  participate  in regular  employee
benefit plans  applicable  in their home  countries,  including  health and life
insurance.  They are also eligible to participate in all-employee  share schemes
and savings plans applicable in their home countries.

Resettlement Allowance

       Expatriates may receive a resettlement allowance for a limited period.

2000 Remuneration for Executive Directors



                                          Shares
                         Performance     awarded
                       units granted       under        Share    2000 annual                 Benefits
Summary of           under 2000-2002   1997-1999       option    performance                and other
remuneration                    LTPP(a)     LTPP(b)    grants(c)       bonus    Salary     emoluments    2000 total   1999 total
                     ---------------   ---------        ------   -----------    ------     ----------    ----------   ----------
                                                             ($ thousand)
                                                                                                  
Sir John Browne.....         280,000     527,600      408,522          1,396     1,231            135         2,762        2,351
Dr J G S Buchanan...         154,000     323,400       75,189            771       680             76         1,527        1,400
R F Chase...........         174,000     329,800       85,215            873       770             80         1,723        1,552
W D Ford............         132,000          --      232,500            703       620            546(d)      1,869           --
Dr C S Gibson-Smith.         140,000     285,800       68,505            702       619            108         1,429        1,231
Dr B E Grote (e)....              --          --           --            255       225            171(d)        651           --
R L Olver...........         147,000     285,800       71,847            736       649             66         1,451        1,251
Directors leaving the
  board in 2000
H L Fuller..........              --          --    1,633,620             --       168            176           344        2,434
B K Sanderson.......              --     329,800           --            578       510            947(f)      2,035        1,433
- ------------


       The table above represents  remuneration  received by executive directors
in the 2000  financial  year,  with the exception of the 2000 annual bonus which
was earned in 2000 but paid in 2001. A  conversion  rate of (pound)1 = $1.51 has
been used for 2000, (pound)1 = $1.62 for 1999.

                                       82

- ----------
(a)   Performance units granted under the 2000-2002 LTPP are converted to shares
      at the end of the performance period. Maximum of two shares per
      performance unit.
(b)   Gross  award  of  shares.  Sufficient  shares  are  sold  to pay  for  tax
      applicable.  Remaining  shares are held in trust  until 2003 when they are
      released to the individual.
(c)   Options granted in May 2000 have a grant price of(pound)5.99  ($9.04).
(d)   Includes  resettlement  allowance for Mr Ford and Dr Grote of $540,000 and
      $171,000 respectively.
(e)   Includes  remuneration received since appointment as executive director on
      August 3, 2000.
(f)   Includes  ex gratia  payment of $679,500  and payment for unused  leave of
      $169,875.

Executive Directors' Long-term Incentives

Long Term Performance Plan (LTPP) and Share Element

      The 2000 award relates to the 1997-1999 LTPP and the 2001 award relates to
the 1998-2000 LTPP. The shares upon award have a minimum three years'  retention
in trust and no  shares  will be  released  until the  director  has a  personal
holding of BP shares equivalent to 5 x base salary.




Performance period of Plan           1997-1999           1998-2000           1999-2001           2000-2002
                                  ---------------     ---------------     ---------------     ---------------
Year of award                           2000                2001                2002                2003
                                  ---------------     ---------------     ---------------     ---------------
Performance measures (a)               SHRAM             SHRAM              SHRAM, EPS           SHRAM, EPS
                                                                             and ROACE            and ROACE
                                  ---------------     ---------------     ---------------     ---------------
                                   Actual award        Actual award           Maximum             Maximum
                                                                                award               award
                               (shares)  (value)(b) (shares)  (value)(c)      (shares)            (shares)
                                ------   ------      ------   ------           ------              ------
                                    ($ thousand)         ($ thousand)
                                                                                  
Current executive directors
Sir John Browne.............   527,600    3,649     532,600    4,356          540,000            560,000
Dr J G S Buchanan...........   323,400    2,237           0(d)    --          320,000            308,000
R F Chase...................   329,800    2,281     339,000    2,773          360,000            348,000
W D Ford (e)................        --       --          --       --               --            264,000
Dr C S Gibson-Smith.........   285,800    1,977     297,400    2,432          288,000            280,000
Dr B E Grote (e)............        --       --          --       --               --                 --
R L Olver...................   285,800    1,977     297,400    2,432          288,000            294,000
Former executive directors
H L Fuller..................        --       --          --       --          270,000                 --
B K Sanderson...............   329,000    2,281     339,000    2,773          320,000                 --
K R Seal....................    54,200      375          --       --               --                 --
Dr R W H Stomberg...........    54,200      375          --       --               --                 --


- ----------

(a)   Shareholder  return against the market (SHRAM),  earnings per share (EPS),
      return on average  capital  employed  (ROACE).  In order to assess current
      performance  on a  consistent  basis  with  past  performance  and a basis
      comparable with major competitors, EPS and ROACE in 2000 and going forward
      will be calculated on a pro forma basis,  adjusted for special items.  The
      pro  forma  basis  excludes  acquisition  amortization  and for  operating
      capital  employed it excludes the fixed asset  revaluation  adjustment and
      goodwill  resulting  from  the  ARCO  and  Burmah  Castrol   acquisitions.
      Acquisition  amortization is the depreciation  relating to the fixed asset
      revaluation  adjustment and amortization of goodwill consequent upon these
      acquisitions. Special items are non-recurring charges and credits that are
      not classified as exceptional under UK GAAP.
(b)   Based  on  average  market  price  on  date  of  award  ((pound)4.58/$6.92
      at(pound)1 = $1.51).
(c)   Based on  average  market  price on date of  award  ((pound)5.68/$8.18  at
      (pound)1 = $1.44.
(d)   Dr.  Buchanan  elected  to defer  consideration  of his  award  under  the
      1998-2000 LTPP.  Therefore the  Remuneration  Committee will not determine
      whether an award  should be made to him until 2004.  The  Committee  noted
      that had it made an award to Dr.  Buchanan  on the same basis as the other
      executive directors, the award would have been 319,800 shares with a value
      of $2,616,000.
(e)   This  reflects  Plans since their  appointment  as executive  directors in
      2000.


                                       83

      BP's  performance  is assessed in terms of three-year  shareholder  return
against the market (SHRAM) in relation to the following companies: Chevron, ENI,
ExxonMobil, Repsol YPF, Royal Dutch Shell group, Texaco and TotalFinaElf.

      BP's  SHRAM  for the  1997-1999  Plan was +15%  compared  with -5% for its
highest ranking  competitor.  Based on this outcome the  Remuneration  Committee
made the maximum award of shares to executive directors.

       An initial assessment of BP's SHRAM for the 1998-2000 Plan gives a return
of +7% compared  with +4% for its highest  ranking  competitor.  On the basis of
this analysis the Remuneration Committee expects to make a maximum award for the
1998-2000 Plan.

       Since 1999, the Remuneration Committee has also considered  profitability
and growth targets,  i.e. earnings per share (EPS) and return on average capital
employed (ROACE), in assessing performance.

      Maximum  potential  awards to executive  directors under the 1999-2001 and
2000-2002  Plans (for which  awards  would be made in 2002 and 2003) are set out
above.

Share Option Element and Other Option Schemes

       Option grants in 2000 were made taking into  consideration the ranking of
the company's total shareholder  return (TSR) against the TSR of the FTSE Global
100 group of companies over the three-year period from January 1, 1997.

       Options granted vest over three years  (one-third each after one, two and
three years  respectively) and have a life of seven years after grant. Grants to
Mr  Fuller  and Mr Ford  were  made  according  to the terms of the BP and Amoco
merger agreement and under the BP share option plan which has minor  differences
in rules.



                                  At
                           January 1,
                                2000                                   At                        Dates from
Directors' executive           or on                          December 31,        Average             which
share options (a)        appointment    Granted    Exercised         2000    option price(b)    exercisable    Expiry dates
                         -----------    -------    ---------  -----------    ------------       ------------   ------------
                                                          ((pound))
                                                                                         
Sir John Browne.......            --    408,522           --      408,522            5.99           5/15/01         5/15/07
Dr J G S Buchanan.....            --     75,189           --       75,189            5.99           5/15/01         5/15/07
R F Chase.............            --     85,215           --       85,215            5.99           5/15/01         5/15/07
W D Ford..............     4,536,444    232,500(c)   476,400(d) 4,292,544            3.46   3/22/95-3/28/02 3/24/04-3/27/10
Dr C S Gibson-Smith...            --     68,505           --       68,505            5.99           5/15/01         5/15/07
Dr B E Grote (e)......       138,024(f)      --           --      138,024            5.65   3/15/00-3/28/02 3/14/09-3/27/10
R L Olver.............            --     71,847           --       71,847            5.99           5/15/01         5/15/07
Director leaving the board in 2000
                                  At
                     January 1, 2000    Granted    Exercised On retirement
                     ---------------   --------    --------- -------------
H L Fuller..........      15,062,244  1,633,620(c)        --   16,695,864


- ----------

(a)   All options in the above table are denoted in BP ordinary shares.  Mr Ford
      and Dr Grote hold ADSs;  the above numbers and prices  reflect  calculated
      equivalents.
(b)   These are the  weighted  average  prices  applicable  to all shares  under
      option at the end of the year.  Full details of  directors'  shareholdings
      and options are  available for  inspection  in the  company's  register of
      directors' interests.
(c)   Mr Fuller's and Mr Ford's 2000 option grants were governed by the terms of
      the BP and Amoco  merger  agreement  and were  granted  at  equivalent  of
      (pound)5.40 at (pound)1 = $1.51.
(d)   Exercised as 79,400 ADSs at $21.70 (market price at date of exercise $56).
(e)   In addition to the above,  Dr Grote holds 191,600 SARs at an average grant
      price of $21.55.  The relevant market price for these at December 31, 2000
      was $47.87.
(f)   On appointment on August 3, 2000.


                                       84




                                  At                                   At                        Dates from
                           January 1,                         December 31,        Average             which
Directors' SAYE                 2000    Granted    Exercised         2000    option price(a)    exercisable    Expiry dates
share options            -----------    -------    ---------  -----------    ------------       ------------   ------------
                                                                       ((pound))
                                                                                          
Sir John Browne......          5,968         --           --        5,968            2.89            9/1/02         2/28/03
Dr J G S Buchanan....          7,728         --        2,142(b)     5,586            3.50            9/1/01         2/28/05
R F Chase............          9,324      3,388        9,324(c)     3,388            4.98            9/1/05         2/28/06
Dr C S Gibson-Smith..          2,154         --           --        2,154            4.49            9/1/04         2/28/05
R L Olver............          6,856         --           --        6,856            2.60            9/1/01         2/28/03
Director leaving the board in 2000
                                  At                        On retirement
                           January 1,                        September 30,
                                2000    Granted    Exercised         2000
                           ---------    -------    --------- ------------
B K Sanderson........          4,250         --        1,864(d)     2,386


- ----------
(a)   These are the  weighted  average  prices  applicable  to all shares  under
      option at the end of the year.  Full details of  directors'  shareholdings
      and options are  available for  inspection  in the  company's  register of
      directors' interests.
(b)   Exercised at(pound)1.61 (market price at date of exercise(pound)4.66).
(c)   Exercised at(pound)1.85 (market price at date of exercise(pound)6.55).
(d)   Exercised at(pound)1.85 (market price at date of exercise(pound)6.47).

Annual Bonus for 2000

       Executive  directors were eligible for an annual bonus,  with a target of
70% of base  salary  and a  stretch  level of 105% of salary  for  substantially
exceeding targets.  Outstanding  performance may be recognized by bonus payments
in excess of the stretch level at the discretion of the Remuneration  Committee.
Executive  directors'  bonus  awards for 2000 were  based on a mix of  financial
targets and leadership objectives  established at the start of the year. Each of
the financial targets and leadership objectives was assessed and 162 points were
achieved compared to a target level of performance of 100 points.

Results Significantly Exceeded Target

       The company achieved continued  industry  leadership in ROACE and led the
oil  super-majors  on EPS  growth.  It reduced by $2 billion the  combined  cost
structure  of the enlarged  Group.  Excellent  progress  was made on  leadership
objectives.   Targets   on   safety,   environment,   restructuring,   reserves,
discoveries,  capital savings,  people,  regional  governance and brand were all
achieved and, in several cases,  exceeded.  Based on the above performance,  the
committee expects to award bonuses as indicated in the table opposite  totalling
$6 million for the executive directors as a group for 2000.

Salary

       There  were no  increases  in base  salaries  for the  current  executive
directors during 2000.



                                                       Year ended             Year ended
                                                December 31, 2000(a)   December 31, 1999(b)
                                                -----------------      -----------------

                                                                              
Bonus rating....................................              162                   148
                                                                   ($ thousand)
Sir John Browne.................................            1,396                 1,137
Dr J G S Buchanan...............................              771                   673
R F Chase.......................................              873                   754
W D Ford........................................              703                    --
Dr C S Gibson-Smith.............................              702                   590
Dr B E Grote....................................              255(c)                 --
R L Olver.......................................              736                   596
Director leaving the board in 2000
B K Sanderson...................................              578                   685


- ----------
(a)   2000 bonus received in 2001 at an exchange rate of(pound)1 = $1.51.
(b)   1999 bonus received in 2000 at an exchange rate of(pound)1 = $1.62.
(c)   From date of appointment on August 3, 2000.

                                       85


Pensions

       Pension and other benefits have regard to competitor practice in the home
country of each senior executive.

       UK  directors  are eligible to join the BP Pension  Scheme,  which offers
Inland Revenue-approved retirement benefits based on final salary. The Scheme is
the  principal  section of the BP Pension  Fund,  the latter  being set up under
trust  deed.  Contributions  to the Fund are made on the  advice of the  actuary
appointed by the Trustee. No company  contributions in respect of the BP Pension
Scheme were made in 2000.

       Scheme  members' core benefits,  which are  non-contributory,  comprise a
pension accrual rate of 1/60th of basic salary for each year of service, up to a
limit of two-thirds of final basic salary; a lump-sum  death-in-service  benefit
of three times  salary;  and a  dependants'  benefit of  two-thirds of actual or
prospective  pension.  The link  between the Scheme  pension and the basic state
pension ceased for all members on May 1, 2000.

       Directors  who are members of the Scheme  accrue  pension at the enhanced
rate of  2/60ths  of their  final  basic  salary  for each  year of  service  as
executive  directors  (up to the same  two-thirds  limit) on a  non-contributory
basis.

       Normal  retirement  age is 60,  but  Scheme  members  who have 30 or more
years'  pensionable  service  at age  55 can  opt to  retire  early  without  an
actuarial reduction to their pension.

       Pensions  payable from the Fund are  guaranteed  to increase in line with
annual movements in the Retail Price Index, to a maximum of 5% a year.

       None of the  executive  directors is affected by the  'pensions  earnings
cap'.

       All current US directors  participate  in the BP Retirement  Accumulation
Plan.  Under this  retirement  plan,  the amount of the  annuity  which they are
eligible to receive on a single-life  basis is  determined  under a cash balance
formula.  This plan was created in 2000 and supersedes earlier Group pension and
cash balance  plans.  However,  those  employees who  satisfied  certain age and
service  conditions at the date of transition to the BP Retirement  Accumulation
Plan were provided  with a minimum  benefit equal to those which they would have
earned  under  the  previous  pension   arrangements.   These   'grandfathering'
arrangements  apply to Mr Ford and Mr Fuller.  Their figures have been disclosed
on this  basis.  In line  with US tax  regulations,  benefits  are  provided  as
appropriate   through  a  combination   of  tax   qualified   and   restoration/
non-qualified plans.

       Under the  'grandfathering'  arrangement,  the  annuity  benefit  formula
(including a percentage of US Social Security benefits) is calculated at 1.67% x
years of  participation  x  average  annual  earnings.  Such  earnings  for plan
purposes are  determined  by taking  separately  the three  highest  consecutive
calendar years' earnings from salary and the three highest consecutive  calendar
years' bonus awards during the 10 years preceding retirement.

       The maximum annuity is 60% of such average earnings.  Normal  pensionable
age is 65. There is no actuarial  reduction to the pension which becomes payable
between age 60 and 65, but a reduction  of 5% a year is applied if paid  between
age 50 and 59.

       Dr Grote is not subject to  'grandfathering'.  His  benefit is  therefore
determined by the cash balance  formula  whereby each year of service  accrues a
credit in a current  account based on a sliding age and service  scale  (minimum
4%,  maximum  11% of eligible  pay).  The account  balance  earns  interest on a
monthly basis.  Prior service has been converted into an opening account balance
and is included in Dr Grote's projected pension figures.


                                       86




                                                                 Changes in       Changes in
                                                             pension earned   pension earned
                                                    Accrued      during the       during the
                          Years of service   entitlement at      year ended       year ended
Pension entitlement --      at December 31,     December 31,    December 31,     December 31,
UK executive directors(a)             2000             2000            2000(b)          1999(b)
                          ----------------   --------------  --------------   --------------
                                                ($ thousand)    ($ thousand)     ($ thousand)
                                                                            
Sir John Browne.........                34              820            (15)             252
Dr J G S Buchanan.......                31              439             15              118
R F Chase...............                36              513             (9)             128
Dr C S Gibson-Smith.....                30              387             14               95
R L Olver...............                27              409             14              115
B K Sanderson...........                36(c)          453(c)           (6)(c)           63


- ----------

(a)   An exchange  rate  of(pound)1  = $1.51 has been used for  2000,(pound)1  =
      $1.62 for 1999.
(b)   Excludes the impact of inflation.
(c)   Figures shown at date pensionable service ceased September 30, 2000.



                                                                 Additional       Additional
                                                             pension earned   pension earned
                                                    Accrued      during the       during the
                          Years of service   entitlement at      year ended       year ended
Pension entitlement --      at December 31,     December 31,    December 31,     December 31,
US executive directors                2000             2000            2000             1999
                          ----------------   --------------  --------------   --------------
                                                ($ thousand)    ($ thousand)     ($ thousand)
                                                                            
H L Fuller..................            39            1,203(a)           31               26
W D Ford....................            30              376(b)           67(b)            36
Dr B E Grote................            21               69              10               11


- ----------

(a)   Mr Fuller  resigned on March 31, 2000 and took a lump-sum  distribution of
      his  combined   qualified  and  non-qualified   plan  benefits   totalling
      $13,627,975.
(b)   Includes a temporary annuity payable until age 62 of $6,869.

Executive Directors' Shareholdings



                                                                                         Change in
                                                                           At             directors'
                                                              January 1, 2000        interests from
Executive directors' interests in                         At            or on     December 31, 2000
BP ordinary shares or calculated           December 31, 2000      appointment     to March 30, 2001
equivalents                                -----------------  ---------------     -----------------

                                                                                       
Current directors
Sir John Browne........................            1,069,445(a)       959,842              319,560
Dr J G S Buchanan......................              721,312          513,490                    4
R F Chase..............................              709,325          568,630              203,400
W D Ford...............................              311,358(b)       284,772(b)                --
Dr C S Gibson-Smith....................              491,395          312,189              178,440
Dr B E Grote...........................              431,598(b)       428,250(b)(c)        148,200
R L Olver..............................              421,910          255,590              178,440




                                                                           At
                                               On retirement  January 1, 2000
                                             ---------------  ---------------
                                                              
Directors leaving the board in 2000
H L Fuller...............................          1,307,295(b)(d)  1,307,295
B K Sanderson............................            720,858(e)       518,814


- ----------

(a)   Includes 50,368 ordinary shares held as ADSs.
(b)   Held as ADSs.
(c)   On appointment on August 3, 2000.
(d)   On retirement on March 31, 2000.
(e)   On retirement on September 30, 2000.

                                       87

      In disclosing  the above  interests to the company under the Companies Act
1985,   directors  did  not  distinguish  their  beneficial  and  non-beneficial
interests. All executive directors are deemed to have an interest in such shares
of the company held from time to time by BP QUEST Company  Limited to facilitate
the operation of the company's SAYE option scheme.

Service Contracts

      All UK executive directors appointed since 1996 hold a contract of service
which  includes a one-year  period of notice.  Sir John Browne and Mr Chase were
appointed  prior to 1996 and have contracts with a two-year  notice period.  The
board does not  consider it in  shareholders'  interests  to  renegotiate  these
contracts.

      Mr Ford's  current  secondment  commenced  on  January  1, 2000 and can be
terminated on one month's notice. His underlying US employment agreement with BP
Amoco  Corporation has a two-month notice period.  If his contract is terminated
by the  company  without  cause,  it is required to pay him $1 million per annum
(pro  rated for part  years) for each year  between  the date of  severance  and
January  21,  2004.  As an  expatriate,  Mr Ford also  receives  a  resettlement
allowance for the first three years of his secondment.

      Dr Grote's  current UK secondment to BP began on August 3, 2000 and can be
terminated on one month's notice. His underlying US employment agreement with BP
Exploration  (Alaska) Inc. has a one-year  notice period.  As an expatriate,  Dr
Grote  receives  a  resettlement  allowance  for the  first  three  years of his
secondment.

Reward Policy for 2001

      During the latter part of 2000, the  Remuneration  Committee  reviewed the
remuneration  of all existing  executive  directors  relative to a global set of
comparator companies. Independent consultants, who are not employed elsewhere in
the  company,  assisted in this work.  As a result of this review the  committee
agreed that:

- --    the overall existing framework of total direct compensation is appropriate
      for 2001.

- --    the limits for both the share element and the share option  element of the
      Executive Director Long Term Incentive Plan (EDLTIP) that were agreed with
      shareholders  are sufficient to meet the guiding  principles of the reward
      philosophy.

- --    the  performance  conditions  applied  to the share  element of the EDLTIP
      commencing  2001  will  remain  the same as those  under  the LTPP for the
      period  starting  2000.  The committee  will be reviewing the  performance
      conditions for future plans during 2001.

- --    it would grant share options under the EDLTIP using a primary  measure the
      Company's  performance  relative to the FTSE Global 100 group of companies
      over the past three years. The following  options were granted in February
      2001 at a price of  (pound)5.67  ($8.22) per ordinary share and have terms
      and  conditions  similar to the 2000 grant noted under the heading  'Share
      Option Element and Other Option Schemes'.



                                 
      Sir John Browne      1,269,843   BP ordinary shares
      Dr J G S Buchanan    253,971     BP ordinary shares
      Mr R F Chase         312,171     BP ordinary shares
      Mr R L Olver         260,319     BP ordinary shares
      Mr W D Ford           43,506     BP ADSs (equivalent to 261,036 ordinary shares)
      Dr B E Grote          40,182     BP ADSs (equivalent to 241,092 ordinary shares)


- --    annual  bonus  targets  will be set at 100% of  salary  for all  executive
      directors  except  Sir John  Browne  who will have a target  of 110%.  The
      maximum bonus eligibility  given outstanding  performance will be 150% for
      all executive directors.

- --    base salaries have been increased in line with global comparator companies
      with effect from April 1, 2001.


                                       88

Remuneration of Non-Executive Directors

      The  articles  of  association  provide  that  the  remuneration  paid  to
non-executive  directors  shall be determined by the board within the limits set
by the shareholders.  Non-executive directors do not have service contracts with
the company.

      During  2000 the  non-executive  chairman of BP received a fee of $242,000
((pound)160,000).  The  non-executive  directors of BP received an annual fee of
$60,000  ((pound)40,000)  plus an  allowance of $5,000  ((pound)3,000)  for each
occasion on which a director  travels across the Atlantic for a board meeting or
committee meeting.  During 2000 the board met eight times, five times in the UK,
twice in the USA and once in France.  Committee meetings are held in conjunction
with board meetings whenever feasible. Details of individual fees and allowances
are set out in the table below.

      The fees paid to non-executive  directors have been increased,  within the
limits set by shareholders, with effect from April 1, 2001.



                                                          Year ended              Year ended
                                                   December 31, 2000(a)    December 31, 1999(b)
Current directors                                  -----------------       -----------------
                                                                 ($ thousands)
                                                                                    
R S Block........................................                 74                      89
J H Bryan........................................                 88                      84
E B Davis, Jr....................................                 88                      89
R J Ferris.......................................                 79                      84
C F Knight.......................................                 83                      79
F A Maljers......................................                 65                      70
Dr W E Massey....................................                 83                      89
H M P Miles......................................                 69                      79
Sir Robin Nicholson..............................                 69(c)                   79(d)
Sir Ian Prosser..................................                121                     122
P D Sutherland...................................                242(e)                  259(f)
M H Wilson.......................................                 88                      94
Sir Robert Wilson................................                 69                      79
The Lord Wright of Richmond......................                 69(g)                   75(h)
                                                              ------                  ------
                                                               1,287                   1,371
                                                              ======                  ======


- ----------

(a)   Sterling payments converted at the average 2000 exchange rate of(pound)1 =
      $1.51.
(b)   Sterling payments converted at the average 1999 exchange rate of(pound)1 =
      $1.62.
(c)   Also  received  $30,200  ((pound)20,000  converted  at  the  average  2000
      exchange rate  of(pound)1 = $1.51) for serving on the Technology  Advisory
      Council.
(d)   Also  received  $32,400  ((pound)20,000  converted  at  the  average  1999
      exchange rate  of(pound)1 = $1.62) for serving on the Technology  Advisory
      Council.
(e)   Also  received  other  benefits of $2,292  ((pound)1,518  converted at the
      average 2000 exchange rate of(pound)1 = $1.51).
(f)   Also  received  other  remuneration  and benefits of $9,849  ((pound)6,080
      converted at the average 1999 exchange rate of(pound)1 = $1.62).
(g)   Also received $1,812 ((pound)1,200  converted at the average 2000 exchange
      rate of  (pound)1  = $1.51)  for  serving  as a  director  of BP  Pensions
      Trustees Limited.
(h)   Also received  $1,458  ((pound)900  converted at the average 1999 exchange
      rate of  (pound)1  = $1.62)  for  serving  as a  director  of BP  Pensions
      Trustees Limited.


                                       89

                                 BOARD PRACTICES


Directors' Terms of Office                                             Period during which the
                                                                        director has served in
                                            Date of expiration of            this office (from
                                           current term of office    appointment to April 2001
                                           ----------------------    -------------------------

                                                                       
R S Block (a)...............................   Retires April 2001             2 years 4 months
Sir John Browne.............................           April 2001             9 years 7 months
J H Bryan (a)...............................           April 2002             2 years 4 months
Dr J G S Buchanan...........................           April 2003             4 years 7 months
Mr R F Chase................................           April 2003             9 years 1 month
E B Davis, Jr (a)...........................           April 2002             2 years 4 months
R J Ferris (a)..............................           April 2002             2 years 4 months
W D Ford....................................           April 2003             1 year  4 months
Dr C S Gibson-Smith.........................   Retires April 2001             3 years 8 months
Dr B E Grote................................           April 2001                     9 months
C F Knight..................................           April 2003            13 years 7 months
F A Maljers (a).............................           April 2002             2 years 4 months
W E Massey (a)..............................           April 2002             2 years 4 months
H M P Miles.................................           April 2001             6 years 11 months
Sir Robin Nicholson.........................           April 2001            13 years 7 months
R L Olver...................................           April 2001             3 years 4 months
Sir Ian Prosser.............................           April 2001             4 years
P D Sutherland..............................           April 2002             5 years 8 months
M H Wilson (a)..............................           April 2002             2 years 4 months
Sir Robert Wilson...........................           April 2002             2 years 9 months
Lord Wright of Richmond.....................   Retires April 2001             9 years 7 months


- ----------

(a)   Does not count service on the board of Amoco Corporation.

Directors'  Service  Contracts   Providing  for  Benefits  upon  Termination  of
Employment

      Non-executive  directors do not have service  contracts  with the Company;
they are not employees of the Company.  Non-executive directors are not entitled
to any benefits on termination of office.  Executive  directors are employees of
the Company or one of its subsidiaries  under a variety of contracts of service.
The standard contract of service for executive directors provides for one year's
notice to be given of  termination  of the  contract  or  payment  of one year's
salary in lieu of notice.  There are three exceptions to this standard contract.
Sir John  Browne and Mr R F Chase have  contracts  that  provide  for two year's
notice  of  termination.  Mr W D  Ford's  employment  agreement  with  BP  Amoco
Corporation  has a two-month  notice  period.  If the Company  dismisses Mr Ford
without  cause,  it is  required  to pay him $1 million  per annum for each year
between the date of severance and January 21, 2004.

Corporate Governance

      BP's board  policies  recognize  that the board has a separate  and unique
role as the link in the chain of  authority  between  the  shareholders  and the
group chief  executive.  In addition,  they  acknowledge in a number of ways the
dual role played under the unitary board system by the group chief executive and
executive  directors,  as both members of the board and leaders of the executive
management.

      For  example,  they  require a  majority  of the board to be  composed  of
non-executive directors. Moreover, they delegate all aspects of the relationship
between the board and the group chief executive to the non-executive  directors.
For the same reason, the policies require the chairman and deputy chairman to be
non-executive  directors.  Following the  retirement of co-chairman Mr Fuller on
March  31,  2000,  the  office  of  chairman  has been  held by a  non-executive
director,  Mr Sutherland.  Sir Ian Prosser is deputy chairman and holds the role
of senior  independent  non-executive  director required by the Combined Code on
Corporate   Governance.   Finally,   the  company   secretary   reports  to  the
non-executive chairman and is not part of the executive management.

Relationship with Shareholders

      The policies stress the importance of the  relationship  between the board
and the  shareholders.  In  them,  the  board  acknowledges  that its role is to
represent and promote the interests of  shareholders.  They  recognize  that the
board is accountable to  shareholders  for the performance and activities of the
group  (including  the  system  of  internal  control  and  the  review  of  its
effectiveness).

                                       90


      The board is required to be proactive in  obtaining  an  understanding  of
shareholder preferences and to evaluate systematically the economic,  political,
social and other  matters  that may  influence  or affect the  interests  of its
shareholders.  To ensure  that  shareholders  have the  regular  opportunity  to
reassess their choice of directors, directors are required to retire every three
years and stand for re-election.

      The  formal  channels  of  communication  by which the board  accounts  to
shareholders for the overall  performance of the company's business activity are
the annual report and accounts,  the form 20-F report filed annually with the US
Securities and Exchange Commission and the quarterly  announcements made through
the stock exchanges on which the shares are listed.

      In addition,  at the annual general  meeting of  shareholders an extensive
presentation is given about the business,  its performance and future prospects.
At that meeting there is the  opportunity  for  shareholders to ask questions or
give their views to  directors.  With  approximately  1.1 million  shareholders,
however,  many of whom are resident outside the UK,  opportunities  for dialogue
with the board at annual general meetings are limited.

      All proxy votes at shareholder  meetings are counted  because votes on all
matters except  procedural  ones are taken by way of a poll. The chairmen of the
Remuneration and Nomination  Committees (and all other committee chairmen except
the Audit Committee chairman) were present at the 2000 annual general meeting to
answer questions.

      Presentations are made to representatives  of the investment  community at
appropriate  intervals  in both the UK and the USA and are  simultaneously  made
available to shareholders by live broadcast over the Internet or open conference
call. The constructive use of technology for communication  with shareholders is
continually evaluated and implemented as appropriate.

Board Process

      The board has laid down rules for its own  activities  in a board  process
policy  that  covers the  conduct of  members  at  meetings;  the cycle of board
activities  and the setting of agendas;  the  provision  of  information  to the
board;  board  officers  and their  roles;  board  committees,  their  tasks and
composition;  qualifications  for  board  membership  and  the  process  of  the
Nomination  Committee;   the  remuneration  of  non-executive   directors;   the
appointment  and role of the company  secretary;  the process for  directors  to
obtain  independent  advice and the assessment of the board's  performance.  The
board process policy places  responsibility  for  implementation of this policy,
including training of directors, on the chairman.

      The policy recognizes that the board's  capacity,  as a group, is limited.
It therefore reserves to itself the making of broad policy decisions, delegating
the more  detailed  considerations  involved in meeting its stated  requirements
either to its committees and officers,  in the case of its own processes,  or to
the  group  chief  executive,  in the case of the  management  of the  company's
business activity.  On internal control,  for example,  the board is responsible
for  establishing  general  policy and for  monitoring  whether  the group chief
executive carries it out.

      The  relationship  between  the  board and the group  chief  executive  is
critical to the  board's  work.  The policy  allocates  the tasks of  monitoring
executive actions and assessing reward to the following committees:

- --    Chairman's   Committee  (chairman  and  all  non-executive   directors)  -
      organization and succession planning and overall performance assessment.

- --    Audit Committee (six non-executive  directors) - monitoring all reporting,
      accounting,   control  and  the   financial   aspects  of  the   executive
      management's activities (further details of which are set forth below).

- --    Ethics and Environment Assurance Committee (five non-executive  directors)
      -  monitoring  the  non-financial  aspects of the  executive  management's
      activities.

- --    Remuneration   Committee  (six  non-executive   directors)  -  determining
      performance contracts and targets and the structure of the rewards for the
      group chief  executive and the  executive  directors  (further  details of
      which are set forth below).

      In  addition,  there  is  a  Nomination  Committee,  which  comprises  the
non-executive  chairman,  the group  chief  executive  and  three  non-executive
directors.

      The  qualification for membership of the board includes a requirement that
non-executive  directors  be free  from  any  relationship  with  the  executive
management of the company that could  materially  interfere with the exercise of
their independent  judgement.  In the board's view, all non-executive  directors
fulfil this requirement.

                                       91


      Under the articles of  association,  all directors are subject to election
by  shareholders  at  the  first  opportunity  after  their  appointment  and to
re-election thereafter at intervals of no more than three years. Names submitted
to shareholders for election in 2000 were accompanied by biographical details.

      In carrying out its work,  the board has to exercise  judgement  about how
best to further the interests of shareholders.  Given the uncertainties inherent
in the future of business activity, the board's work is designed to maximize the
expected value of the shareholders'  interest in the group, not to eliminate the
possibility of any adverse outcomes for shareholders.

Board/Executive Relationship

      The  board/executive  relationship policy sets out how the board delegates
authority to the group chief executive and the extent of that authority.

      In its goals policy, the board states the long-term outcome it expects the
group chief  executive to deliver.  The  restrictions on the manner in which the
group  chief  executive  may  achieve  the  required  results are set out in the
executive  limitations  policy,  which addresses  ethics,  health,  safety,  the
environment,  financial distress, internal control, risk preferences,  treatment
of employees and political  considerations.  On all these  matters,  the board's
role is to set general policy and to monitor the implementation of its policy by
the group chief executive.

      The group chief executive  explains how he intends to deliver the required
outcome  in  medium-term  and  annual  plans,  the  latter of which  includes  a
comprehensive assessment of the risks to delivery. Progress towards the expected
outcome is set out in a monthly report that covers actual results and a forecast
of results for the current year. The board reviews this report at each meeting.

      The board/executive  relationship policy also sets out how the group chief
executive's  performance will be monitored and recognizes that, in the multitude
of  changing  circumstances,  judgement  is always  involved.  The  group  chief
executive is obliged through dialogue and systematic  review to discuss with the
board all material matters currently or prospectively  affecting the company and
its performance and all strategic  projects or developments.  This  specifically
includes any materially  under-performing  business  activities and actions that
breach the  executive  limitations  policy.  This  dialogue is meant to be a key
feature of the  relationship and an important aspect of board work. The chairman
has  responsibility  on behalf of the board  between  meetings  for ensuring the
integrity and effectiveness of the board/executive relationship.

      The  systems  set  out  in the  board/executive  relationship  policy  are
designed  to manage  rather  than  eliminate  the risk of failure to achieve the
board goals policy or observe the  executive  limitations  policy.  They provide
reasonable, not absolute, assurance against material misstatement or loss.

Audit Committee

      The Committee is comprised of 6 non-executive  directors:  Sir Ian Prosser
(Chairman), Mr J H Bryan, Mr E B Davis Jr, Mr H M P Miles, Mr M H Wilson and Sir
Robert Wilson.  The Secretary of the Committee,  Miss Judith  Hanratty  (Company
Secretary) is independent of the executive management of the Company and reports
to the non-executive Chairman.

      The tasks given to the Audit  Committee by the Board  Governance  Policies
are:

- --    To monitor  systematically  and obtain assurance that the legally required
      standards of disclosure are being fully and fairly observed.

- --    To review all prospectuses,  information and offering  memoranda and other
      documents to be placed before shareholders and make recommendations to the
      Board about their adoption and publication.

- --    To review all annual,  quarterly and similar reports to  shareholders  and
      make recommendations to the Board about their adoption and publication.

- --    To  monitor   systematically  and  obtain  assurance  that  the  Executive
      Limitations set out in the Board Governance Policies relating to financial
      matters are being observed.

      The Committee met six times in 2000.


                                       92

Remuneration Committee

      The Committee is comprised of 6 non-executive  directors:  The Lord Wright
of Richmond (Chairman), Mr E B Davis Jr, Mr R J Ferris, Mr C F Knight, Sir Robin
Nicholson  and Sir Ian  Prosser.  Lord  Wright will retire in April 2001 and Sir
Robin  Nicholson  will become  chairman of the  Committee.  The Secretary of the
Committee,  Mr Gerrit O Aronson,  is independent of the executive  management of
the  Company  and  reports  to  the  non-executive  Chairman.  The  remuneration
consultants  and legal  advisers for the Committee are selected by the Secretary
and are  required to be free from any  business or other  relationship  with the
executive management of the Company that could undermine their independence.

      The tasks  given to the  Remuneration  Committee  by the Board  Governance
Policies are:

- --    To  determine  on  behalf  of the  Board  the  terms  of  engagement  and
      remuneration of the CEO and the Executive Directors and to report on those
      to the shareholders.

- --    To  determine  on behalf of the Board  matters  of policy  over  which the
      Company has authority  relating to the  establishment  or operation of the
      Company's  pension  scheme of which the  Executive  Directors  and  senior
      executives are members.

- --    To nominate on behalf of the Board any trustees (or directors of corporate
      trustees) of such scheme.

      The Committee met six times in 2000.

                                    EMPLOYEES


                                           United   Rest of             Rest of
                                          Kingdom    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                                    
Number of employees at December 31,
2000
Exploration and Production.............     3,300       700     5,900     6,100    16,000
Gas and Power..........................       500       100       300       100     1,000
Refining and Marketing ................    10,100    16,800    27,400    13,400    67,700
Chemicals..............................     3,700     4,500     7,900     1,500    17,600
Other businesses and corporate.........     1,300       400     2,500       700     4,900
                                         --------  --------  --------  --------  --------
                                           18,900    22,500    44,000    21,800   107,200
                                         ========  ========  ========  ========  ========
1999
Exploration and Production.............     3,700     1,150     2,800     4,850    12,500
Gas and Power..........................       450        50       200       100       800
Refining and Marketing ................     9,000    11,150    17,900     7,200    45,250
Chemicals..............................     3,950     4,700     8,100     1,950    18,700
Other businesses and corporate.........     1,150       300     1,150       550     3,150
                                         --------  --------  --------  --------  --------
                                           18,250    17,350    30,150    14,650    80,400
                                         ========  ========  ========  ========  ========
1998
Exploration and Production.............     3,650       900     7,400     6,050    18,000
Gas and Power..........................       450        50       200       100       800
Refining and Marketing ................    10,050     9,500    22,950     9,600    52,100
Chemicals..............................     4,150     5,250    11,550     2,100    23,050
Other businesses and corporate.........       950       400       850       500     2,700
                                         --------  --------  --------  --------  --------
                                           19,250    16,100    42,950    18,350    96,650
                                         ========  ========  ========  ========  ========


      Following  the merger of BP and Amoco on December  31,  1998,  some 19,000
employees have left the Group through severance or outsourcing arrangements.  Of
this total approximately  16,000 employees left in 1999. The acquisition of ARCO
and Burmah Castrol during 2000 brought approximately 25,000 additional employees
to  the  Group  of  which  some  3,000  have  left   through   integration   and
rationalization activities.


                                       93

                                 SHARE OWNERSHIP

Directors

      As at March 30,  2001 the  following  directors  of BP Amoco  p.l.c.  held
interests in BP ordinary shares of 25 cents each or their calculated  equivalent
as set out below:



                                                  
                        Sir John Browne...............1,389,005
                        Dr J G S Buchanan.............  721,316
                        R F Chase.....................  922,049
                        W D Ford......................  238,506
                        Dr C S Gibson-Smith...........  669,835
                        Dr B E Grote..................  579,906
                        R L Olver.....................  600,360
                        R S Block.....................   83,858
                        J H Bryan.....................   98,760
                        E B Davis, Jr.................   61,985
                        R J Ferris....................  260,808
                        C F Knight....................   29,647
                        F A Maljers...................   33,492
                        Dr W E Massey.................   46,836
                        H M P Miles...................    9,445
                        Sir Robin Nicholson...........    3,548
                        Sir Ian Prosser...............      826
                        P D Sutherland................    6,897
                        M H Wilson....................   43,200
                        Sir Robert Wilson.............    5,478
                        Lord Wright...................    3,996



      As at March 30, 2001,  the  following  directors  of BP Amoco p.l.c.  held
options  under the BP Group share option  schemes for  ordinary  shares or their
calculated equivalent as set out below:



                                                  
                        Sir John Browne...............1,684,333
                        Dr J G S Buchanan.............  334,746
                        R F Chase.....................  400,774
                        W D Ford......................4,553,580
                        Dr C S Gibson-Smith...........   70,659
                        Dr B E Grote..................  379,116
                        R L Olver.....................  339,022


      Additional details regarding the options granted, including exercise price
and expiry  dates,  are found in this Item under the  heading  `Compensation  --
Share Option Element and Other Option Schemes'.

Employee Share Schemes

      BP offers most of its employees the  opportunity to acquire a shareholding
in the company through savings-related and matching arrangements; the latter may
be either participating share schemes or savings plans. BP also uses a long-term
performance  plan and the  granting  of share  options as  elements  of employee
remuneration.

      Under the BP Group  Savings  Related Share Option  Scheme  employees  save
monthly  over a three- or five-year  period  towards the purchase of shares at a
price fixed when the option is granted. The option price is usually set at a 20%
discount to the market price at the time of grant.  The option must be exercised
within six months of maturity of the savings contract  otherwise it lapses.  The
scheme is run in the UK and a number of other countries.

      Under the BP Group  Participating  Share Scheme, BP matches employees' own
contribution of shares, up to a predetermined  limit, all of which are then held
in trust for defined  periods before being released to the employee.  The scheme
is run in the UK and in a number  of other  countries.  A further  20  countries
implemented a participating share plan during 2000.

                                       94


      The company sponsors a number of savings plans covering most US employees.
Under these plans, employees may contribute up to 18% of their salary subject to
certain  regulatory limits.  The employee receives a  dollar-for-dollar  company
matched  contribution  for the first 7% of eligible pay  contributed  to most of
these plans on a  before-tax  or  after-tax  basis,  or a  combination  of both.
Company  contributions are initially invested in BP ADS funds, but employees may
transfer those amounts and may invest their own  contributions  in more than 200
investment  options.  The  company's  contributions  vest  over a period of five
years. Company  contributions to savings plans during the year were $101 million
(1999 $95 million).

      During 2000, BP granted  options under the BP Share Option Plan to certain
categories of employees.  Options were granted to heritage-Amoco  employees who,
under the terms of the merger agreement between BP and Amoco, must, for 1999 and
2000, be granted options on a similar basis to the arrangements  under the Amoco
1991  Incentive  Program.  Options were also granted to certain  heritage-BP  US
employees.  The options  were  granted at the market price at the date of grant.
There are no performance  conditions  attaching to these grants. The options are
exercisable one or two years after the date of grant, and lapse after 10 years.

      Also in 2000, options were granted to non-US middle managers.  The options
were granted at market price at the date of grant and are not exercisable  until
a performance condition is satisfied.  Before any options can be exercised,  the
total  return  to   shareholders   (share  price  increase  with  all  dividends
reinvested)  on an  investment in BP shares is required to exceed the mean total
return to shareholders of a representative group of UK companies by a margin set
from time to time. The performance  period for each grant will normally be three
years.  Subject to achievement of the  performance  conditions,  the options are
exercisable between the third and tenth anniversaries of the date of grant.

      In accordance  with their normal  timetable,  options were granted to ARCO
employees in February 2000. All options granted prior to April 1, 1999, the date
of the acquisition announcement, became exercisable immediately on completion of
the acquisition in April 2000 at the discretion of the employee.

      Burmah Castrol employees  eligible to receive options in 2000 were granted
options under the BP Share Option Plan, with certain rule  modifications,  after
completion of the  acquisition.  For options  granted prior to the  acquisition,
employees  were  generally  offered  the  choice of cashing  out their  existing
options or converting them to BP share options.

      Pursuant to the  various BP Group  share  option  schemes,  the  following
options for BP  ordinary  shares of the Company  were  outstanding  at March 30,
2001:



                                    Expiry          Exercise
                 Options          dates of             price
             outstanding           options         per share
            ------------      ------------      ------------
                (shares)
                                        
             408,731,893      2001 to 2011    $2.25 to $9.97


      Further details on share options appear in Item 18 -- Financial Statements
- -- Note 33.



                                       95

ITEM 7 -- MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

                               MAJOR SHAREHOLDERS

      At March 30,  2001,  the Company has been  notified  that Morgan  Guaranty
Trust Company of New York, as depositary for American  Depositary Shares (ADSs),
holds interests through its nominee, Guaranty Nominees Limited, in 7,279,150,812
ordinary  shares (32.4% of the Company's  ordinary share  capital).  Included in
this total is part of the holding of the Kuwait Investment Office (KIO).  Either
directly or through  nominees,  the KIO holds interests in 715,040,000  ordinary
shares (3.18% of the Company's ordinary share capital).

                           RELATED PARTY TRANSACTIONS

       The principal joint ventures and associated  undertakings of the BP Group
are shown in Item 18 -- Financial Statements -- Note 45.

       During the period to August 1, 2000 the Group sold crude oil and products
totaling  $2,933  million (1999 $3,398  million and 1998 $2,264  million) to the
BP/Mobil  European joint venture and purchased  crude oil and products  totaling
$1,762 million (1999 $1,791 million and 1998 $1,335 million).

       In 2000 the Group purchased  crude oil from two associated  undertakings,
Abu Dhabi  Marine Areas and Abu Dhabi  Petroleum to the value of $1,619  million
(1999 $935 million and 1998 $715 million).

      Also  during the year the Group sold  chemical  feedstocks  totaling  $718
million (1999 $460 million and 1998 $395 million) to Erdolchemie,  an associated
undertaking  and bought  petrochemicals  to the value of $114 million  (1999 $77
million and 1998 $76 million).

       In the ordinary  course of its business the Group has  transactions  with
various  organizations  with which certain of its directors are associated  but,
except as described in this report, no material transactions  responsive to this
item have been  entered into in the period  commencing  January 1, 2000 to March
30, 2001.

ITEM 8 -- FINANCIAL INFORMATION

            CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Financial Statements

       See Item 18 -- Financial Statements.

Dividends

       Our  financial  framework  is to maintain a ratio of net debt to net debt
plus equity (after  adjusting  for the fixed asset  revaluation  adjustment  and
goodwill  consequent  upon the ARCO and Burmah Castrol  acquisitions)  of around
20-30% and a dividend policy which aims to return to shareholders  around 50% of
our replacement cost profit before exceptional items after adjusting for special
items and acquisition  amortization,  adjusted to mid-cycle business conditions.
Special items are non-recurring  charges and credits that are not  classified as
exceptional  under UK GAAP.  Acquisition  amortization  refers  to  depreciation
relating to the fixed asset revaluation  adjustment and amortization of goodwill
consequent upon the ARCO and Burmah Castrol  acquisitions.  Mid-cycle conditions
are our best estimate of likely  average  prices and margins over the long term.
If  circumstances  give us a larger  surplus  it is  anticipated  that cash will
either be used to fund further growth investment or be returned to shareholders.

Legal Proceedings

      Save as disclosed in the following paragraphs, no member of the Group is a
party to, and no  property  of a member of the Group is subject  to, any pending
legal proceedings which are significant to the Group.

       Approximately  200  lawsuits  were filed in State and  Federal  Courts in
Alaska seeking compensatory and punitive damages arising out of the Exxon Valdez
oil spill in Prince William Sound in March 1989. Most of those suits named Exxon
(now ExxonMobil), Alyeska Pipeline Service Company (Alyeska), which operates the
oil terminal at Valdez,  and the other oil companies which own Alyeska.  Alyeska
initially  responded to the spill until the response was taken over by Exxon. BP
owns a 50%  interest in Alyeska  through a  subsidiary  of BP America  Inc.  and
briefly  indirectly  owned a further  20%  interest  in Alyeska  following  BP's
combination  with ARCO.  In April 2000,  that 20%  interest was sold to Phillips
Petroleum Company (Phillips), subject to BP's agreement to indemnify Phillips if
certain  liabilities  exceeded a defined  amount.  Alyeska  and its owners  have
settled all of the claims against them under these lawsuits. Exxon has indicated
that it may file a claim for  contribution  against Alyeska for a portion of the
costs and damages  which it has  incurred.  If any claims are  asserted by Exxon
which affect Alyeska and its owners, BP would defend the claims vigorously.


                                       96

      The Internal  Revenue  Service (IRS) has  challenged  the  application  of
certain foreign income taxes as credits against BP Amoco  Corporation's US taxes
that  otherwise  would have been payable for the years 1980 to 1992. On June 18,
1992, the IRS issued a statutory  Notice of Deficiency  for additional  taxes in
the amount of $466 million, plus interest,  relating to 1980 to 1982. BP filed a
petition in the US Tax Court  contesting the IRS statutory Notice of Deficiency.
Trial on the matter was held in April 1995,  and a decision  was rendered by the
US Tax Court in March 1996,  in BP's  favour.  The IRS  appealed the Tax Court's
decision  to the US Court of Appeals  for the  Seventh  Circuit and on March 11,
1998, the Seventh Circuit affirmed the Tax Court's prior decision.  A comparable
adjustment  of foreign tax credits for each year has been proposed for the years
1983 to 1992 based upon  subsequent  IRS  audits.  In  November  1999,  BP Amoco
Corporation  reached an agreement  with the IRS that  effectively  resolves this
issue at a minimal tax cost to the  Company.  On  December  13, 1999 the parties
filed a status report with the US Tax Court for the years 1983-1989 advising the
Court that a basis for settlement  had been reached and that final  calculations
were in the process of being prepared.  Once these  calculations  are finalized,
the parties  expect to file an agreed  decision  document for the Court's  final
approval, which will then conclude the litigation. In April 2000, BP Exploration
(Alaska) Inc. paid $416 million to settle in full certain corporation income tax
claims by the State of Alaska for the years 1991-96.

       See ARCO's  annual  report on Form 10-K for the year ended  December  31,
2000 for a description of litigation involving ARCO.

       In March 2000,  ExxonMobil filed a Complaint in State Court, Los Angeles,
seeking  declaratory and injunctive relief and specific  performance against BP,
ARCO and  Phillips  to prevent the sale of ARCO's  Alaskan  business to Phillips
referred  to in Item 4 --  Information  on the  Company  --  Business  Overview.
ExxonMobil allege that the proposed sale to Phillips breaches ExxonMobil's prior
preferential  rights to purchase the interests  subject to an agreement  between
predecessors of ARCO and  predecessors  of ExxonMobil  dated September 23, 1964.
This lawsuit was dismissed on May 11, 2000.

       For certain information regarding environmental proceedings see Item 4 --
Environmental Protection -- United States.

                              SIGNIFICANT CHANGES

        None.

ITEM 9 -- THE OFFER AND LISTING

Markets and Market Prices

       The primary market for the Company's  Ordinary Shares is the London Stock
Exchange.  The  Company's  Ordinary  Shares  are a  constituent  element  of the
Financial Times Stock Exchange 100 Index. The Company's Ordinary Shares are also
traded on stock exchanges in France, Germany, Japan and Switzerland.

       Trading of BP's  shares on the LSE is  primarily  through  the use of the
Stock Exchange  Electronic  Trading Service  (SETS),  introduced in 1997 for the
largest companies in terms of market capitalization whose primary listing is the
LSE.  Under  SETS,  buy and sell  orders at  specific  prices may be sent to the
exchange electronically by any firm which is a member of the LSE, on behalf of a
client or on  behalf  of itself  acting  as a  principal.  The  orders  are then
anonymously  displayed in the order book. When there is a match on a 'buy' and a
'sell'  order,  the trade is  executed  and  automatically  reported to the LSE.
Trading is continuous from 9:00 a.m. to 4:30 p.m. UK time, but in the event of a
20% movement in the share price  either way the LSE may impose a temporary  halt
in the trading of that  company's  shares in the order book, to allow the market
to re-establish equilibrium.  Dealings in the Company's ordinary shares may also
take place between an investor and a  market-maker,  via a member firm,  outside
the electronic order book.

      In the United States and Canada the Company's securities are traded in the
form of American  Depositary  Shares  (ADSs),  for which Morgan  Guaranty  Trust
Company of New York is the depositary (the  Depositary) and transfer agent.  The
Depositary's  address  is 60 Wall  Street,  New York,  NY 10260,  USA.  Each ADS
represents  six BP  ordinary  shares.  ADSs are  listed  on the New  York  Stock
Exchange,  and are  also  traded  on the  Chicago,  Pacific  and  Toronto  Stock
Exchanges.  ADSs are evidenced by American Depositary  Receipts,  or ADRs, which
may be issued in either certificated or book entry form.

                                       97

      The following  table sets forth for the periods  indicated the highest and
lowest  middle  market  quotations  for the BP  ordinary  shares of The  British
Petroleum  Company p.l.c.  for 1996,  1997 and 1998, and of BP Amoco p.l.c.  for
1999 and 2000.  These are derived from the Daily  Official  List of the LSE, and
the  highest and lowest  sales  prices of ADSs as reported on the New York Stock
Exchange  composite  tape.  The  information  in this table has been  changed to
reflect the subdivision of BP ordinary  shares on October 4, 1999,  whereby each
ordinary share of $0.50 was subdivided into two ordinary shares of $0.25.



                                                                             American
                                                                            Depositary
                                                     Ordinary shares         Shares (a)
                                                     ---------------      ---------------
                                                      High       Low       High     Low
                                                      ----       ---       ----     ---
                                                         (Pence)             (Dollars)
                                                                       
Year ended December 31,
1996......................................          350.75    257.25      35.94    23.63
1997......................................          478.25    331.75      46.50    32.44
1998......................................          484.25    368.50      48.66    36.50
1999......................................          643.50    411.00      62.63    40.19
2000......................................          671.00    444.50      60.63    43.13
Year ended December 31,
1999: First quarter.......................          539.50    411.00      52.66    40.19
      Second quarter......................          595.50    504.75      57.69    47.00
      Third quarter.......................          642.50    532.50      61.16    52.50
      Fourth quarter......................          643.50    538.00      62.63    51.38
2000: First quarter.......................          622.50    444.50      60.63    43.13
      Second quarter......................          649.00    506.00      59.31    46.98
      Third quarter.......................          671.00    564.50      58.38    50.50
      Fourth quarter......................          646.50    517.50      57.31    45.13
2001: First quarter (through March 30)....          609.00    526.50      53.50    46.12
Month of
September 2000............................          671.00    594.50      57.31    52.06
October 2000..............................          646.50    584.00      57.31    49.81
November 2000.............................          606.00    548.50      52.13    47.00
December 2000.............................          569.50    517.50      49.75    45.13
January 2001..............................          595.00    526.50      52.63    46.69
February 2001.............................          609.00    561.50      53.50    48.05
March 2001 (through March 30).............          602.00    542.50      52.86    46.12


- ----------

(a)    An ADS is equivalent to six BP ordinary shares.

       Market  prices for the BP ordinary  shares on the LSE and in  after-hours
trading off the LSE, in each case while the New York Stock Exchange is open, and
the  market  prices  for ADSs on the New York  Stock  Exchange  and other  North
American stock exchanges, are closely related due to arbitrage among the various
markets, although differences may exist from time to time due to various factors
including UK stamp duty reserve tax.  Trading in ADSs began on the LSE on August
3, 1987.

      On March 30, 2001,  1,213,191,802  ADSs  (equivalent to  7,279,150,812  BP
ordinary  shares or some 32.4% of the total) were  outstanding  and were held by
approximately  187,000 ADR  holders.  Of these,  about  185,000  had  registered
addresses in the USA at that date.

      On March 30, 2001 there were approximately 363,000 holders of record of BP
ordinary shares. Of these holders,  around 1,300 had registered addresses in the
United  States  and held a total of some  3,983,000  BP  ordinary  shares.  In
addition, certain accounts of record with registered addresses other than in the
United States hold BP ordinary  shares,  in whole or in part,  beneficially  for
United States persons.


                                       98

ITEM 10 -- ADDITIONAL INFORMATION

                     MEMORANDUM AND ARTICLES OF ASSOCIATION

      The  following  summarizes  certain  provisions  of  BP's  memorandum  and
articles of association and applicable English law. This summary is qualified in
its  entirety by  reference  to the UK  Companies  Act and BP's  memorandum  and
articles of association. Information on where investors can obtain copies of the
memorandum and articles of association is described under the heading 'Documents
on Display' under this Item.

Objects and Purposes

      BP is  incorporated  under the name BP Amoco p.l.c.  and is  registered in
England and Wales with registered number 102498.  Clause 4 of BP's memorandum of
association  provides  that its objects  include the  acquisition  of  petroleum
bearing  lands;  the  carrying on of  refining  and  dealing  businesses  in the
petroleum,  manufacturing,  metallurgical or chemicals businesses;  the purchase
and  operation of ships and all other  vehicles and other  conveyances;  and the
carrying on of any other  businesses  calculated  to benefit BP. The  memorandum
grants BP a range of corporate capabilities to effect these objects.

Directors

      The business and affairs of BP shall be managed by the directors.

      The  articles of  association  place a general  prohibition  on a director
voting in  respect of any  contract  or  arrangement  in which he has a material
interest other than by virtue of his interest in shares in the Company. However,
in the absence of some other material  interest not indicated  below, a director
is  entitled  to vote and to be counted in a quorum for the  purpose of any vote
relating to a resolution concerning the following matters:

      --    The giving of security or  indemnity  with respect to any money lent
            or obligation taken by the director at the request or benefit of the
            Company;

      --    Any proposal in which he is interested  concerning the  underwriting
            of Company securities or debentures;

      --    Any proposal concerning any other company in which he is interested,
            directly  or  indirectly  (whether as an officer or  shareholder  or
            otherwise)  provided that he and persons  connected with him are not
            the holder or holders of one percent or more of the voting  interest
            in the shares of such company;

      --    Proposals concerning the modification of certain retirement benefits
            schemes  under which he may  benefit and which has been  approved by
            either the UK Board of Inland Revenue or by the shareholders; and

      --    Any proposal concerning the purchase or maintenance of any insurance
            policy under which he may benefit.

      The UK  Companies  Act  requires a director of a company who is in any way
interested  in a contract or proposed  contract  with the company to declare the
nature of his  interest  at a  meeting  of the  directors  of the  company.  The
directors  may  exercise all the powers of the company to borrow  money,  except
that the amount  remaining  undischarged  of all moneys  borrowed by the company
shall not,  without approval of the  shareholders,  exceed the amount paid up on
the share  capital  plus the  aggregate of the amount of the capital and revenue
reserves of the company.  Variation of the borrowing power of the board may only
be effected by amending the articles of association.

      Remuneration  of  non-executive  directors  shall  be  determined  in  the
aggregate by resolution of the shareholders. Remuneration of executive directors
is  determined  by the  Remuneration  Committee.  This  committee  is made up of
non-executive  directors only. Any director attaining the age of 70 shall retire
at the next annual general  meeting.  There is no requirement of share ownership
for a director's qualification.

Dividend Rights; Other Rights to Share in Company Profits; Capital Calls

      If recommended by the directors of BP, BP shareholders may, by resolution,
declare  dividends  but no such dividend may be declared in excess of the amount
recommended  by the  directors.  The  directors  may also pay interim  dividends
without obtaining  shareholder  approval. No dividend may be paid other than out
of profits  available for  distribution,  as determined under UK GAAP and the UK
Companies Act. Dividends on BP ordinary shares are payable only after payment of
dividends on BP  preference  shares.  Any dividend  unclaimed  after a period of
twelve years from the date of  declaration  of such dividend  shall be forfeited
and reverts to BP.

                                       99

       Apart from shareholders'  rights to share in BP's profits by dividend (if
any is declared), the articles of association provide that the directors may set
aside.

   -- a special  reserve fund out of the balance of profits each year to make up
      any deficit of cumulative dividend on the BP preference shares; and

   -- a general reserve out of the balance of profits each year,  which shall be
      applicable  for any  purpose  to which  the  profits  of the  company  may
      properly be applied. This may include capitalization of such sum, pursuant
      to an ordinary shareholders' resolution,  and distribution to shareholders
      as if it were  distributed by way of a dividend on the ordinary  shares or
      in  paying  up  in  full  unissued   ordinary  shares  for  allotment  and
      distribution as bonus shares.

      Any such sums so  deposited  may be  distributed  in  accordance  with the
manner of distribution of dividends as described above.

       Holders  of shares are not  subject  to calls on capital by the  company,
provided  that the amounts  required to be paid on issue have been paid off. All
shares are fully paid.

Voting Rights

       The articles of association of BP provide that voting on resolutions at a
shareholders'  meeting  will be decided on a poll  other than  resolutions  of a
procedural  nature,  which may be decided on a show of hands.  If voting is on a
poll,  every  shareholder  who is present in person or by proxy has one vote for
every  ordinary share held and two votes for every (pound)5 in nominal amount of
BP preference shares held. If voting is on a show of hands, each shareholder who
is present at the meeting in person or whose duly appointed  proxy is present in
person will have one vote,  regardless  of the number of shares  held,  unless a
poll is requested. Shareholders do not have cumulative voting rights.

       Holders of record of  ordinary  shares may  appoint a proxy,  including a
beneficial owner of those shares,  to attend,  speak and vote on their behalf at
any shareholders' meeting.

      Record  holders of BP ADSs also are entitled to attend,  speak and vote at
any shareholders'  meeting of BP by the appointment by the approved  depositary,
Morgan  Guaranty  Trust  Company,  of them as proxies in respect of the ordinary
shares  represented  by their  ADSs.  Each such proxy may also  appoint a proxy.
Alternatively,  holders of ADSs are entitled to vote by  supplying  their voting
instructions to the depositary, who will vote the ordinary shares represented by
their  ADSs in  accordance  with  their  instructions.

      Matters are  transacted  at  shareholders'  meetings by the  proposing and
passing of  resolutions,  of which there are three types:  ordinary,  special or
extraordinary.

      An ordinary  resolution requires the affirmative vote of a majority of the
votes of those persons  voting at a meeting at which there is a quorum.  Special
and  extraordinary  resolutions  require the  affirmative  vote of not less than
three-fourths  of the  persons  voting at a meeting at which  there is a quorum.
Special resolutions  require not less than 21 days notice,  whereas ordinary and
extraordinary   resolutions  require  no  formal  notice  period.  Five  persons
constitute a quorum for all general meetings of shareholders.

Liquidation Rights; Redemption Provisions

      In the event of a liquidation of BP, after payment of all  liabilities and
applicable  deductions  under UK laws and  subject  to the  payment  of  secured
creditors,  the holders of BP preference  shares would be entitled to the sum of
(i) the capital paid up on such shares plus,  (ii) accrued and unpaid  dividends
and (iii) a premium equal to the higher of (a) 10% of the capital paid up on the
BP  preference  shares and (b) the excess of the average  market  price over par
value of such  shares on the  London  Stock  Exchange  during the  previous  six
months.  The  remaining  assets  (if any)  would be  divided  pro rata among the
holders of BP ordinary shares.

      Without  prejudice  to any  special  rights  previously  conferred  by the
holders  of any class of  shares,  BP may issue any share  with such  preferred,
deferred  or other  special  rights,  or  subject  to such  restrictions  as the
shareholders  by  resolution  (or,  in the absence of any such  resolutions,  by
determination  of the  directors),  and may issue  shares which are to or may be
redeemed.

                                       100

Variation of Rights

      The rights  attached to any class of shares may be varied with the consent
in writing of holders of 75% of the shares of that class or upon the adoption of
an extraordinary  resolution  passed at a separate meeting of the holders of the
shares of that class. At every such separate  meeting,  all of the provisions of
the articles of association  relating to proceedings at a general meeting apply,
except that the quorum with respect to meeting to change the rights  attached to
the preference shares is 10% or more of the shares of that class, and the quorum
to change the rights attached to the ordinary shares is one third or more of the
shares of that class.

Shareholders' Meetings and Notices

      Shareholders  must  provide  BP with an  address  in the UK in order to be
entitled to receive notice of shareholders'  meetings. In certain circumstances,
BP may give notices to shareholders by advertisement  in UK newspapers.  Holders
of BP ADSs are  entitled  to  receive  notices  under the  terms of the  deposit
agreement relating to BP ADSs.

      Under  the  articles  of  association,   the  annual  general  meeting  of
shareholders  will be held within 15 months after the preceding  annual  general
meeting and at a time and place  determined by the  directors  within the United
Kingdom.

Limitations on Voting and Shareholding

      There are no  limitations  imposed by English  law or BP's  memorandum  or
articles of association on the right of non-residents or foreign persons to hold
or vote the Company's ordinary shares or ADSs, other than limitations that would
generally apply to all of the shareholders.

Disclosure of Interests in Shares

       The UK  Companies  Act  gives BP the  power to  require  persons  whom it
believes to have, or to have acquired in the previous  three years,  an interest
in its voting  shares to  disclose  certain  information  with  respect to those
interests.   Failure   to  supply   the   information   required   may  lead  to
disenfranchisement  of the relevant  shares and a prohibition  on their transfer
and receipt of dividends and other payments in respect of those shares.  In this
context the term  'interest'  is widely  defined and will  generally  include an
interest of any kind  whatsoever in voting  shares,  including any interest of a
holder of BP ADSs.

                               MATERIAL CONTRACTS

      The following  contract (not being contracts  entered into in the ordinary
course of  business)  has  been  entered  into by  members  of the Group  since
January 1,1999 that is material:

  A merger  agreement  under Delaware law dated March 31, 1999 and amended as of
  July  12,  1999 and  again as of March  27,  2000  pursuant  to which  Prairie
  Holdings  (a  wholly-owned  subsidiary  of BP) was to be merged  with and into
  Atlantic  Richfield  Company  (ARCO)  and  ARCO was to  become a  wholly-owned
  subsidiary  of BP. Under the terms of the merger,  each ARCO  shareholder  was
  entitled to receive 9.84 BP ordinary  shares (in the form of BP ADSs) for each
  ARCO share. The merger agreement  contained certain customary  representations
  and warranties by ARCO and BP with respect to themselves and their  respective
  subsidiaries,  regarding, among other things, due organization,  good standing
  and qualification,  capital structure, corporate authority and compliance with
  corporate  governance  documents,  government  filings,  reports and financial
  statements,  litigation and liabilities,  absence of certain changes, employee
  benefits,  environmental  matters  and tax  matters.  The merger was  declared
  effective on April 18, 2001, at which time  3,186,006,476  BP ordinary  shares
  were issued as consideration in the merger.

      EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

       There are currently no UK foreign  exchange  controls or  restrictions on
remittances  of  dividends  on the BP  ordinary  shares or on the conduct of the
Company's operations.

      There  are no  limitations,  either  under the laws of the UK or under the
articles  of  association  of  BP  Amoco  p.l.c.,   restricting   the  right  of
non-resident or foreign owners to hold or vote BP ordinary or preference  shares
in the Company.

                                       101

                                    TAXATION

       The following summary of the principal UK and certain US tax consequences
of ownership of ADSs or BP ordinary  shares is based in part on  representations
of  Morgan  Guaranty  Trust  Company  of New  York as  Depositary  for the  ADRs
evidencing  the ADSs and assumes that each  obligation in the deposit  agreement
among the Company,  the Depositary and the holders from time to time of ADRs and
any related agreement will be performed in accordance with its terms.

       Beneficial  owners of ADSs who are resident in the USA are treated as the
owners of the  underlying BP ordinary  shares for the purposes of the income tax
convention  between the USA and the UK (the  Convention) and for the purposes of
the US Internal  Revenue Code of 1986, as amended (the Code).  Unless  otherwise
stated,  references to 'shareholders' or 'shareholder'  below are to persons who
are the  beneficial  owners of the underlying BP ordinary  shares.  It should be
noted that the UK Inland Revenue is currently  negotiating  with the US Internal
Revenue Service about updating and revising the Convention.

      For purposes of this discussion,  a US Holder is a beneficial owner of the
Company's  shares who for the purposes of the Convention is not a US corporation
owning directly or indirectly 10% or more of the Company's voting stock, and who
is a resident of the USA and is not a resident of the UK.

UK Taxation of Dividends

       The  tax  credit  for an  individual  shareholder  resident  in the UK is
reduced to 1/9 of the  amount of the net  dividend  (or 10% of the net  dividend
plus the tax credit).  This tax credit  continues to be available to set against
the individual's tax liability on the dividend,  but is no longer  refundable to
the individual.

       For purposes of this  section,  with respect to any dividend  paid by the
Company,  Refund means an amount equal to the tax credit available to individual
shareholders resident in the UK in respect of such dividend,  less a withholding
tax equal to 15% of the aggregate of such tax credit and such dividend.

      In the case of a US Holder  as  defined  above  that is  eligible  for the
benefits  under the  Convention  (an  Eligible  US Holder)  no actual  Refund is
available under the Convention  since the amount of the withholding tax (at 15%)
exceeds the 10% tax credit available to individual  shareholders resident in the
UK. For example,  a dividend of $8.00 will result in a net receipt  after UK tax
but before US tax of $8.00 i.e. the withholding tax does not reduce the dividend
below the net dividend of $8.00.

      Dividends  (including amounts in respect of the tax credit and any amounts
withheld)  must be  included  in gross  income by a  shareholder  subject  to US
taxation and will generally be treated as foreign source 'passive income' or, in
the case of certain US  Holders,  'financial  services  income'  for foreign tax
credit limitations  purposes.  Such dividends will generally not be eligible for
the  dividends  received  deduction  allowed  to US  corporations.  The  IRS has
recently confirmed, that, in the case of Eligible US Holders, subject to certain
limitations,  the UK withholding  tax as determined by the  Convention  (i.e. an
amount equal to 1/9 of the cash  dividend)  will be treated as a foreign  income
tax that is eligible for credit  against the US Holders'  federal income tax. To
qualify for such credit,  Eligible US Holders must make an election on Form 8833
(a Treaty-Based Return Position Disclosure),  which must be filed with their tax
return, in addition to any other filings that may be required. At the end of the
calendar  year during which the  dividends  are paid,  US Holders will receive a
Form 1099 confirming the amount of dividends received.

Share Dividend Choice for BP ADR Holders

       ADR holders electing to receive ADSs instead of a cash dividend (see Item
3 -- Key  Information -- Dividends)  will not be entitled to any Refund from the
UK Inland Revenue,  nor will the 15% withholding tax apply, with respect to such
dividends.

       For US tax purposes the receipt of  additional  ADSs will be treated as a
dividend  distribution.  An  ADR  holder  who is  subject  to US  taxation  will
generally  be treated as having  received  gross income equal to the fair market
value of the ADSs (or fraction thereof) on the date of the share distribution in
London (with no reduction for the stamp duty reserve tax referred to below). The
US resident  ADR holder will  receive a tax basis in the ADSs equal to such fair
market  value.  Corporations  will  not  be  entitled  to a  dividends  received
deduction on receipt of a share dividend.

                                       102

UK Taxation of Capital Gains

       A US Holder  will be liable to UK tax on capital  gains  realized  on the
sale or  other  disposition  of BP  ordinary  shares  only if the US  Holder  is
resident  (or, in the case of an  individual,  ordinarily  resident)  for UK tax
purposes in the UK or if he carries on a trade, profession or vocation in the UK
through a permanent  establishment  and the BP ordinary  shares are (i) used for
the  purposes  of the trade,  profession  or  vocation,  or (ii)  used,  held or
acquired for the purposes of the permanent establishment.

      The  liability to UK capital gains tax for a US Holder of ADRs is the same
as that for a US Holder of BP ordinary  shares,  except that a US Holder of ADRs
who is resident but not domiciled in the UK will not be taxed on gains  realized
on the sale or other disposition of ADSs if the proceeds are not remitted to the
UK.

UK Inheritance Tax

       UK capital transfer tax was restructured and renamed 'inheritance tax' in
1986.  The US-UK double  taxation  convention  relating to estate and gift taxes
(the  Estate  Tax  Convention)  applies  to  inheritance  tax.  ADRs  held by an
individual who is domiciled for the purposes of the Estate Tax Convention in the
USA and is not for the  purposes of the Estate Tax  Convention a national of the
UK will not be subject to  inheritance  tax on death or on  transfer  during the
individual's  lifetime  unless,  among  other  things,  the ADSs are part of the
business property of a permanent  establishment situated in the UK or pertain to
a fixed base situated in the UK used for the performance of independent personal
services. In the exceptional case where ADSs are subject both to inheritance tax
and to US  Federal  gift or estate  tax,  the Estate  Tax  Convention  generally
provides for tax paid in the UK to be credited against tax payable in the USA or
for tax paid in the USA to be  credited  against  tax payable in the UK based on
priority rules set forth in the Estate Tax Convention.

UK Stamp Duty and Stamp Duty Reserve Tax

       The  statements  below  relate to what is  understood  to be the  current
practice of the UK Inland Revenue under existing law.

       Provided  that the  instrument  of transfer is not executed in the UK and
remains at all times  outside  the UK, and the  transfer  does not relate to any
matter or thing done or to be done in the UK, no UK stamp duty is payable on the
acquisition  or transfer of ADSs.  Neither will an agreement to transfer ADSs in
the form of ADRs give rise to a liability to stamp duty reserve tax.

       Purchases of BP ordinary  shares,  as opposed to ADSs,  through the CREST
system of paperless share transfers will be subject to stamp duty reserve tax at
a rate of 0.5%.  The charge will arise as soon as there is an agreement  for the
transfer  of the shares (or, in the case of a  conditional  agreement,  when the
condition is fulfilled).  The stamp duty reserve tax will apply to agreements to
transfer BP ordinary shares even if the agreement is made outside the UK between
two non-residents.  Purchases of BP ordinary shares outside the CREST system are
subject either to stamp duty at a rate of 50 pence per (pound)100 (or part),  or
stamp  duty  reserve  tax at 0.5%.  Stamp duty and stamp  duty  reserve  tax are
generally the liability of the purchaser.  A subsequent  transfer of BP ordinary
shares to the  Depositary's  nominee will give rise to further stamp duty at the
rate of  (pound)1.50  per  (pound)100 (or part) or stamp duty reserve tax at the
rate of 1.5% of the value of the BP ordinary shares at the time of the transfer.

       A transfer of the  underlying  BP  ordinary  shares to an ADR holder upon
cancellation of the ADSs without transfer of beneficial ownership will give rise
to UK stamp duty at the rate of (pound)5 per  transfer.

       An ADR holder electing to receive ADSs instead of a cash dividend will be
responsible  for the  stamp  duty  reserve  tax due on  issue of  shares  to the
Depositary's  nominee and  calculated  at the rate of 1.5% on the issue price of
the shares.  Current UK Inland Revenue  practice is to calculate the issue price
by reference to the total cash receipt  (i.e.  cash  dividend plus the Refund if
any) to which a US Holder  would have been  entitled had the election to receive
ADSs instead of a cash dividend not been made.  ADR holders  electing to receive
ADSs instead of the cash dividend  authorize the  Depositary to sell  sufficient
shares to cover this liability.

                              DOCUMENTS ON DISPLAY

      It is  possible  to read and copy  documents  referred  to in this  annual
report  on Form  20-F that  have  been  filed  with the SEC at the SEC's  public
reference room located at 450 Fifth Street, NW, Washington,  DC 20549 and at the
SEC's other public reference rooms in New York City and Chicago. Please call the
SEC at 1-800-SEC-0330 for further  information on the public reference rooms and
their copy  charges.  The SEC  filings  are also  available  to the public  from
commercial  document retrieval services and, for most recent BP periodic filings
only, at the Internet world wide web site maintained by the SEC at www.sec.gov.

                                       103

ITEM 11 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       BP is exposed to a number of  different  market  risks  arising  from the
Group's normal business activities.  Market risk is the possibility that changes
in currency  exchange  rates,  interest rates or oil and natural gas prices will
adversely  affect the value of the  Group's  financial  assets,  liabilities  or
expected future cash flows.  The Group has developed  policies aimed at managing
the volatility  inherent in certain of these natural  business  exposures and in
accordance with these policies the Group enters into various  transactions using
derivative financial and commodity  instruments  (derivatives).  Derivatives are
contracts  whose  value  is  derived  from  one  or  more  underlying  financial
instruments,  indices or prices which are defined in the contract. We also trade
derivatives in conjunction with these risk management activities.

       In  market  risk  management  and  in  trading,   only   well-understood,
conventional  derivative instruments are used. These include futures and options
traded on regulated exchanges, and 'over-the-counter' swaps, options and forward
contracts.

       Where derivatives constitute a hedge, the Group's exposure to market risk
created by the  derivative is offset by the opposite  exposure  arising from the
asset, liability or transaction being hedged. By contrast, where derivatives are
held for trading purposes,  changes in market risk factors give rise to realized
and unrealized gains and losses, which are recognized in the current period.

      All material derivatives activity, whether for risk management or trading,
is carried out by specialist teams which have appropriate skills, experience and
supervision.  These teams are subject to close financial and management control,
meeting  generally  accepted  industry practice and reflecting the principles of
the Group of Thirty Global  Derivatives Study  recommendations.  A Group Trading
Risk Management Committee was established in 2000, composed of senior executives
whose  reponsibilities  include  oversight of the quality of internal control in
the Group's trading divisions.  Independent control functions monitor compliance
with  BP's  derivative  management  policies.  The  control  framework  includes
prescribed  trading  limits that are reviewed  regularly  by senior  management,
daily  monitoring  of risk  exposure,  marking  trading  exposures to market and
reviewing  open  positions  to  assess  BP's  exposure  in  potentially  adverse
situations.  Counterparty  credit  validation,  independent  of the dealers,  is
undertaken before contractual commitment.

      Further information about BP's use of derivatives,  their characteristics,
and the accounting treatment thereof is given in Item 18 -- Financial Statements
- -- Note 1 and Note 28.

      The Group's accounting  policies under UK GAAP do not satisfy the criteria
for hedge accounting under Statement of Financial  Accounting  Standards No. 133
'Accounting for Derivative  Instruments and Hedging Activities'.  The Group does
not  intend to  modify  its  practice  under UK GAAP.  See Item 18 --  Financial
Statements -- Note 43 for further information.

Risk Management

Foreign Currency Exchange Rate Risk

       Fluctuations  in  exchange  rates can have  significant  effects  on BP's
operating  results.  The effects of most exchange rate fluctuations are subsumed
within business operating results through changing cost-competitiveness, lags in
market adjustment to movements in rates, and conversion differences accounted on
specific  transactions.  For this  reason,  the total  effect of  exchange  rate
fluctuations is not identifiable separately in the Group's reported results.

      The main underlying  economic currency of the Group's cash flows is the US
dollar. This is because BP's major product, oil, is priced internationally in US
dollars.  BP's foreign exchange  management  policy is to minimize  economic and
material transactional  exposures from currency movements against the US dollar.
The Group  co-ordinates  the handling of foreign  exchange risks  centrally,  by
netting off naturally occurring opposite exposures wherever possible,  to reduce
the risk, and then dealing with any material  residual  foreign  exchange risks.
Significant  residual  non-US  dollar  exposures  are  managed  using a range of
derivatives.  The most  significant  of such  exposures  are the  sterling-based
capital leases,  that part of the quarterly  dividend which is paid in sterling,
the sterling  cash flow  requirements  for UK  Corporation  Tax, and the capital
expenditure and operational  requirements of Exploration and Production,  mainly
in the UK. In addition,  most of the Group's  borrowings are in US dollars,  are
hedged with respect to the US dollar,  or are swapped  into  dollars  where this
achieves a lower cost of financing.  At December 31, 2000,  the total of foreign
currency  borrowings not swapped into US dollars  amounted to $741 million.  The
principal  elements of this are $449 million of  borrowings in sterling and $115
million of borrowings in Malaysian ringgits.


                                       104

      The  following  table  provides  information  about  the  Group's  foreign
currency  derivative  financial  instruments.  These  include  foreign  currency
forward  exchange  agreements  (forwards)  that are  sensitive to changes in the
sterling/US dollar, euro/US dollar and Norwegian krone/US dollar exchange rates.
Where foreign  currency  denominated  borrowings  are swapped into dollars using
forwards or currency  interest  rate swaps such that currency risk is completely
eliminated, neither the borrowing nor the derivative are included in the table.

      The table presents the notional amounts and weighted  average  contractual
exchange  rates by  contractual  maturity  dates and exclude  forwards that have
offsetting  positions.  Only significant  forward  positions are included in the
tables.  The notional  amounts of forwards are translated into US dollars at the
exchange  rate  included  in the  contract  at  inception.  The  majority of the
sterling contracts consist of forwards relating to sterling-based capital leases
which  effectively  convert the lease  obligation from sterling into US dollars.
The remaining  contracts  relate to sterling  requirements  for UK tax payments,
which were covered at December 31, 1999 by cylinders,  and UK dividend  payments
and net operational expenditures which were greater at December 31, 2000 than at
December 31,  1999.  The euro forward  contracts  relate  mainly to payments for
capital expenditure. The Norwegian krone forward contracts relate to the Group's
Norwegian tax payments over the next year. The fair value represents an estimate
of the gain or loss which would be realized if the contracts were settled at the
balance sheet date.

       The fair values for the foreign exchange contracts in the table below are
based on market prices of comparable  instruments  (forwards).  These derivative
contracts  constitute  a hedge;  any change in the fair value or  expected  cash
flows is offset by an opposite change in the market value or expected cash flows
of the asset, liability or transaction being hedged.



                                                         Notional amount by expected maturity date
                                           ---------------------------------------------------------------------
                                                                                                     Fair value
                                                                                                          asset/
                                            2001      2002      2003            2004      Total      (liability)
                                           -----     -----     -----      ----------      -----      -----------
                                                                          ($ million)
                                                                                   
At December 31, 2000
Forwards
  Receive sterling/pay US dollars
    Contract amount......................  3,299        --        --              --      3,299             (30)
    Weighted average contractual
      exchange rate......................   1.52
  Receive euro/pay US dollars
    Contract amount......................    663        45        23              13        744             (16)
    Weighted average contractual
      exchange rate......................   1.01
  Receive Norwegian krone/pay US dollars
    Contract amount......................    199        --        --              --        199               6
    Weighted average contractual
      exchange rate......................   9.19

At December 31, 1999
Forwards
  Receive sterling/pay US dollars
    Contract amount......................  1,674        --        --              --      1,674             (26)
    Weighted average contractual
      exchange rate......................   1.64
Cylinders
  Receive sterling/pay US dollars
  Purchased call
    Contract amount......................    286        --        --              --        286               2
    Weighted average strike rate.........   1.71
  Written put
    Contract amount......................    286        --        --              --        286              (4)
    Weighted average strike rate.........   1.57





                                       105

Interest Rate Risk

      BP is exposed to interest rate risk on short- and long-term  floating-rate
instruments  and as a result of the  refinancing  of  fixed-rate  finance  debt.
Consequently,  as well as managing the  currency  and the maturity of debt,  the
Group manages  interest costs through the balance between  generally  lower-cost
floating  rate debt,  which has  inherently  higher  risk,  and  generally  more
expensive but lower-risk, fixed-rate debt. The Group is exposed predominantly to
US dollar LIBOR  interest  rates as  borrowings  are mainly  denominated  in, or
swapped into, US dollars.  The BP Group uses derivatives to achieve the required
mix between fixed and floating rate debt.  During 2000,  debt policy was to keep
floating  rate  debt  below an upper  limit of 65% of  total  net  debt.  Actual
floating rate debt for the year was in the range of 19-54%.  The low  percentage
in mid-year  reflected the temporary high cash balance following the disposal of
ARCO's Alaskan business.

     The overall  level of debt at December  31, 2000 is higher than at December
31, 1999 mainly as a result of the debt  assumed on the ARCO and Burmah  Castrol
acquisitions.

     The following  table shows, by major  currency,  the Group's  borrowings at
December  31, 2000 and the weighted  average  interest  rates  achieved at those
dates through a  combination  of borrowings  and other  interest rate  sensitive
instruments entered into to manage interest rate exposure.



                                             Fixed rate debt                Floating rate debt
                                ----------------------------------------   --------------------

                                 Weighted          Weighted                Weighted
                                  average      average time                 average
                                 interest         for which                interest
                                    rate      rate is fixed      Amount        rate      Amount      Total
                                 --------     -------------     --------   --------    --------    --------
                                    (%)              (Years) ($ million)      (%)    ($ million) ($ million)
                                                                                  
At December 31, 2000
US dollars.....................        7                  9      10,199           6       8,326     18,525
Sterling......................        --                 --          --           6         449        449
Other currencies..............         8                 30          45          10         247        292
                                                                -------                 -------    -------
Total loans                                                      10,244                   9,022     19,266
                                                                =======                 =======    =======
At December 31, 1999
US dollars.....................        7                  9       6,529           6       5,915     12,444
Sterling......................        --                 --          --           6          49         49
Other currencies..............         8                 31          46           6         180        226
                                                                -------                 -------    -------
Total loans                                                       6,575                   6,144     12,719
                                                                =======                 =======    =======



      The Group's  earnings are sensitive to changes in interest  rates over the
forthcoming  year as a result of the floating rate  instruments  included in the
Group's finance debt at December 31, 2000.  These include the effect of interest
rate and currency swaps and forwards  utilized to manage  interest rate risk. If
the  interest  rates  applicable  to  floating  rate  instruments  were  to have
increased by 1% on January 1, 2001, the Group's 2001 earnings before taxes would
decrease by approximately $110 million.  This assumes that the amount and mix of
fixed and floating rate debt,  including capital leases,  remains unchanged from
that in place at  December  31,  2000 and that the change in  interest  rates is
effective from the beginning of the year.  Where the interest rate applicable to
an  instrument  is reset  during a quarter it is assumed that this occurs at the
beginning  of the  quarter and remains  unchanged  for the rest of the year.  In
reality,  the fixed/floating  rate mix will fluctuate over the year and interest
rates will change continually.  Furthermore the effect on earnings shown by this
analysis  does not  consider  the effect of an  overall  reduction  in  economic
activity which could accompany such an increase in interest rates.


                                       106

Oil Price Risk

       The Group's risk  management  policy with respect to oil price risk is to
manage only those exposures associated with the immediate  operational programme
for certain of its equity  share of  production  and certain of its refinery and
marketing activities. To this end, BP's oil trading division uses the full range
of conventional oil price-related  financial and commodity derivatives available
in the oil markets.

       The derivative  instruments  used for hedging  purposes do not expose the
Group to market risk  because the change in their  market  value is offset by an
equal and  opposite  change  in the  market  value of the  asset,  liability  or
transaction being hedged.  The values at risk in respect of derivatives held for
oil price risk  management  purposes  are shown in isolation in the table below.
The items being hedged are not included in the values at risk.

       The value at risk  model  used is that  discussed  under  Trading  below,
except that value at risk in respect of oil price risk  management does not take
into account physical crude oil or refined product  positions held by the Group.
Thus the value at risk  calculation for oil price exposure  includes  derivative
financial  instruments  such  as  exchange-traded   futures  and  options,  swap
agreements and  over-the-counter  options and derivative  commodity  instruments
(commodity contracts that permit settlement either by delivery of the underlying
commodity or in cash) such as forward  contracts.  The values at risk  represent
the  potential  gain or loss in fair values  over a 24-hour  period with a 99.7%
confidence level.

       The  following  table shows values at risk for oil price risk  management
activities.



                                                High       Low    Average      December 31
                                              ------    ------    -------      -----------
                                                                 ($ million)
                                                                            
2000
Oil price contracts.........                      18        11         15               11
1999
Oil price contracts.........                       5         3          3                5


Natural Gas Price Risk

       BP's  general  policy with respect to natural gas price risk is to manage
only a portion of its exposure to price fluctuations. Natural gas swaps, options
and futures are used to convert  specific  sales and  purchases  contracts  from
fixed prices to market  prices.  Swaps are also used to hedge  exposure to price
differentials between locations. We also use derivatives to fix prices which are
favourable with respect to our forecasts of future prices.

       The table below  provides  information  about the Group's  material swaps
contracts that are sensitive to changes in natural gas prices.  Contract  amount
represents  the  notional  amount of the  contract.  Fair  value  represents  an
estimate  of the gain or loss which  would be  realized  if the  contracts  were
settled at the  balance  sheet  date.  Weighted  average  price  represents  the
year-end  forward  price for futures,  the fixed price and the year-end  forward
price related to the settlement month for swaps; and the weighted average strike
price for options.

       At December 31,  2000,  in addition to the swaps  contracts  shown in the
table there were options contracts with aggregate notional amounts of $7 million
($7 million at December 31, 1999) and terms of up to one year.



                                       107



                                                                                                            Weighted
                                                                               Fair value                average price
                                                         Contract        ----------------------        -----------------
                                         Quantity          amount        Asset        Liability        Receive        Pay
                                         --------          ------        -----        ---------        -------       ----
                                      (Btu trillion)(a) ($ million)           ($ million)               ($ per mmBtu)(b)
                                                                                                 
At December 31, 2000
Maturing in 2001
Swaps
  Receive variable/pay fixed.....              30            129            72               (1)          4.30       6.80
  Receive fixed/pay variable.....              12             67             1              (28)          8.18       5.80
  Receive and pay variable.......             265          1,932            46              (72)          7.28       7.18
Maturing in 2002
Swaps
  Receive variable/pay fixed.....              13             54            12               (1)          3.90       4.30
  Receive fixed/pay variable.....               1              2            --               (1)          3.47       3.20
  Receive and pay variable.......              40            198             2              (11)          4.87       4.64
Maturing in 2003
Swaps
  Receive variable/pay fixed.....               2              7            --               --           4.00       3.87
  Receive and pay variable.......              15             56            --               --           3.86       3.87
Maturing in 2004
Swaps
  Receive variable/pay fixed.....               2              7            --               --           3.91       4.01
  Receive and pay variable.......               2              7            --               --           3.84       3.83
Maturing in 2005
Swaps
  Receive variable/pay fixed.....               2              7            --               --           3.91       4.01
  Receive and pay variable.......               2              7            --               --           3.86       3.83
Maturing beyond 2005
Swaps
  Receive variable/pay fixed.....               5             19            --               --           3.99       4.01
  Receive and pay variable.......               5             19            --               --           3.87       3.83

At December 31, 1999
Maturing in 2000
Swaps
  Receive variable/pay fixed.....              78            201             3              (10)          2.47       2.58
  Receive fixed/pay variable.....              55            138             6               (2)          2.51       2.43
  Receive and pay variable.......           1,474          3,350            36              (32)          2.28       2.27
Maturing in 2001
Swaps
  Receive variable/pay fixed.....              14             38             1               (1)          2.63       2.68
  Receive fixed/pay variable.....               6             14            --               --           2.51       2.44
  Receive and pay variable.......             252            604             9               (7)          2.41       2.40




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

(a)   British thermal units (Btu)
(b)   Million british thermal units (mmBtu)


                                      108

Trading

       In conjunction  with the risk management  activities  discussed above, BP
also trades interest rate and foreign currency  exchange rate  derivatives.  The
Group controls the scale of the trading exposures by using a value at risk model
with a maximum value at risk limit authorized by the board.

      In  addition to the risk  management  activities  related to equity  crude
disposal,  refinery supply and marketing,  BP's oil trading division  undertakes
trading in the full range of  conventional  derivative  financial  and commodity
instruments and physical  cargoes  available in the oil markets.  The Group also
uses  financial and commodity  derivatives to manage certain of its exposures to
price  fluctuations on natural gas transactions.  These activities are monitored
and measured  separately  from the risk  management  activity and are subject to
maximum  value at risk  limits  authorized  by the board.  The Group  intends to
increase the volume of its natural gas trading activity in 2001.

       The Group measures its market risk exposure,  i.e. potential gain or loss
in fair values,  on its trading  activity using a value at risk technique.  This
technique  is based  on a  variance/covariance  model  and  makes a  statistical
assessment  of the market risk arising from  possible  future  changes in market
values over a 24-hour period.  The calculation of the range of potential changes
in fair value takes into account a snapshot of the end-of-day exposures, and the
history of one day price  movements over the previous  twelve  months,  together
with the correlation of these price  movements.  The potential  movement in fair
values is expressed to three standard  deviations which is equivalent to a 99.7%
confidence  level.  This means that, in broad terms,  one would expect to see an
increase or a decrease in fair values greater than the value at risk on only one
occasion per year if the portfolio were left unchanged.

      The Group  calculates  value at risk on all instruments  that are held for
trading  purposes and that  therefore give an exposure to market risk. The value
at risk model takes account of derivative financial instruments such as interest
rate forward and futures  contracts,  swap  agreements,  options and  swaptions;
foreign exchange forward and futures contracts, swap agreements and options; and
oil and natural gas price futures, swap agreements and options. Financial assets
and liabilities and physical crude oil and refined  products that are treated as
trading  positions  are also included in these  calculations.  The value at risk
calculation   for  oil  price  exposure  also  includes   derivative   commodity
instruments  (commodity  contracts that permit  settlement either by delivery of
the underlying commodity or in cash), such as forward contracts.

       The following table shows values at risk for trading activities.



                                                      High      Low     Average      December 31
                                                     -----    -----     -------      -----------
                                                                 ($ million)
                                                                                  
2000
Interest rate trading.......                             2       --           1               --
Foreign exchange trading....                            15       --           1                1
Oil price trading...........                            23        4          13               13
Natural gas price trading...                            16        1           6               13

1999
Interest rate trading.......                             1       --           1               --
Foreign exchange trading....                            13       --           3                1
Oil price trading...........                            15        5           9               10




ITEM 12 -- DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

       Not applicable.


                                      109

                                     PART II

ITEM 13 -- DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

       None.

ITEM 14-- MATERIAL  MODIFICATIONS  TO THE RIGHTS OF SECURITY  HOLDERS AND USE OF
          PROCEEDS

      None.



                                      110

                                    PART III

ITEM 17 -- FINANCIAL STATEMENTS

       Not applicable.

ITEM 18 -- FINANCIAL STATEMENTS

       The  following  financial  statements,  together  with the reports of the
Independent Auditors thereon, are filed as part of this annual report:



                                                                                            
                                                                                                Page
Report of Independent Auditors and Consent of Independent Auditors.......................       F-1
Consolidated Statement of Income for the Years Ended December 31, 2000, 1999, and 1998...       F-2
Consolidated Balance Sheet at December 31, 2000 and 1999.................................       F-3
Consolidated Statement of Cash Flows for the Years
  Ended December 31, 2000, 1999 and 1998.................................................       F-4
Statement of Total Recognized Gains and Losses for the Years
  Ended December 31, 2000, 1999 and 1998.................................................       F-4
Statement of Changes in BP Shareholders' Interest for
  the Years Ended December 31, 2000, 1999 and 1998.......................................       F-5
Notes to Financial Statements............................................................       F-7
Supplementary Oil and Gas Information (Unaudited)........................................       F-99
Schedule for the Years Ended December 31, 2000, 1999 and 1998
  Schedule II Valuation and Qualifying Accounts..........................................       S-1

ITEM 19 -- EXHIBITS

       The following documents are filed as part of this annual report:


Exhibit 1 Memorandum and Articles of Association of BP Amoco p.l.c.
Exhibit 4.1 The BP Amoco Executive Directors' Long Term Incentive Plan
Exhibit 4.2 Directors' Service Contracts
Exhibit 7 Computation of Ratio of Earnings to Fixed Charges (Unaudited)
Exhibit 8 Subsidiaries


       The total amount of long-term  debt  securities of the Registrant and its
subsidiaries  authorized  under any one  instrument  does not  exceed 10% of the
total assets of BP Amoco p.l.c.  and its  subsidiaries on a consolidated  basis.
The  Company  agrees to  furnish  copies of any or all such  instruments  to the
Securities and Exchange Commission upon request.


                                      111

                                   SIGNATURES

      The registrant  hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized  the  undersigned
to sign this annual report on its behalf.


                                               BP AMOCO p.l.c.
                                                (Registrant)


                                         /s/ Judith C. Hanratty
                                               (Secretary)


Dated: April 3, 2001

                                      112

                        REPORT OF INDEPENDENT AUDITORS

To:   The Board of Directors
      BP Amoco p.l.c.

      We have audited the accompanying  consolidated  balance sheets of BP Amoco
p.l.c. as of December 31, 2000 and 1999, and the related consolidated statements
of income,  changes in BP  shareholders'  interest,  total  recognized gains and
losses,  and cash flows for each of the three years in the period ended December
31, 2000. Our audits also included the financial  statement  schedule  listed in
the  Index  at  Item  18.  These  financial  statements  and  schedule  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

      We conducted our audits in accordance  with auditing  standards  generally
accepted in the United Kingdom and United States.  Those standards  require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      In our opinion,  the consolidated  financial  statements referred to above
present fairly, in all material respects, the consolidated financial position of
BP Amoco p.l.c. at December 31, 2000 and 1999, and the  consolidated  results of
its  operations and its  consolidated  cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally  accepted in the United Kingdom which differ in certain  respects from
those  followed  in the  United  States  (see  Note  43 of  Notes  to  Financial
Statements).  Also, in our opinion,  the related financial  statement  schedule,
when considered in relation to the basic financial  statements taken as a whole,
presents fairly in all material respects the information set forth therein.


                                 /s/ ERNST&YOUNG
London, England                     Ernst & Young
February 13, 2001
- --------------------------------------------------------------------------------

                         CONSENT OF INDEPENDENT AUDITORS

      We consent to the  incorporation by reference of our report dated February
13, 2001,  with respect to the  consolidated  financial  statements  of BP Amoco
p.l.c.  included in this Annual  Report (Form 20-F) for the year ended  December
31, 2000 in the following Registration Statements:

      Registration Statement on Form F-3 (File No. 333-9790) of BP Amoco p.l.c.;

     Registration Statements on Form F-3 (File Nos. 33-39075 and 33-20338) of BP
America Inc. and BP Amoco p.l.c.;

     Registration  Statement on Form F-3 (File No. 33-29102) of The Standard Oil
Company and BP Amoco p.l.c.; and

     Registration  Statements  on  Form  S-8  (File  Nos.  33-21868,   333-9020,
333-9798, 333-79399 and 333-34968) of BP Amoco p.l.c.


                                 /s/ ERNST&YOUNG
London, England                     Ernst & Young
March xx, 2001

                                      F - 1

                        CONSOLIDATED STATEMENT OF INCOME




                                                                                     Years ended December 31,
                                                                                    --------------------------
                                                 Note                               2000       1999       1998
                                                 ----   --------------------------------      -----      -----
                                                                   Continuing operations
                                                        --------------------------------
                                                                 Acquisitions      Total
                                                                 ------------      -----
                                                           ($ million, except per share amounts)

                                                                                    
Turnover....................................            144,898        16,928    161,826    101,180     83,732
Less: Joint ventures........................             13,339           425     13,764     17,614     15,428
                                                         ------        ------     ------     ------     ------
Group turnover..............................     2      131,559        16,503    148,062     83,566     68,304
Replacement cost of sales...................            107,155        14,361    121,516     68,615     56,270
Production taxes............................     3        1,936           125      2,061      1,017        604
                                                         ------        ------     ------     ------     ------
Gross profit................................             22,468         2,017     24,485     13,934     11,430
Distribution and administration expenses....     4        6,870         1,665      8,535      6,064      6,044
Exploration expense.........................                460           139        599        548        921
                                                         ------        ------     ------     ------     ------
                                                         15,138           213     15,351      7,322      4,465
Other income................................     5          531           274        805        414        709
                                                         ------        ------     ------     ------     ------
Group replacement cost operating profit.....             15,669           487     16,156      7,736      5,174
Share of profits of joint ventures..........                688           120        808        555        825
Share of profits of associated undertakings.                773            19        792        603        522
                                                         ------        ------     ------     ------     ------
Total replacement cost operating profit.....             17,130           626     17,756      8,894      6,521
Profit (loss) on sale of businesses.........     6          132            --        132        363        395
Profit (loss) on sale of fixed assets.......     6           88            --         88       (700)       653
Restructuring costs.........................     6           --            --         --     (1,943)        --
Merger expenses.............................     6           --            --         --         --       (198)
                                                         ------        ------     ------     ------     ------
Replacement cost profit before interest and tax          17,350           626     17,976      6,614      7,371
Inventory holding gains (losses)............                807           (79)       728      1,728     (1,391)
                                                         ------        ------     ------     ------     ------
Historical cost profit before interest and tax           18,157           547     18,704      8,342      5,980
Interest expense............................     7       ------        ------      1,770      1,316      1,177
                                                                                  ------     ------     ------
Profit before taxation......................                                      16,934      7,026      4,803
Taxation....................................     9                                 4,972      1,880      1,520
                                                                                  ------     ------     ------
Profit after taxation.......................                                      11,962      5,146      3,283
Minority shareholders' interest.............                                          92        138         63
                                                                                  ------     ------     ------
Profit for the year*........................                                      11,870      5,008      3,220
Dividend requirements on preference shares*.                                           2          2          1
                                                                                  ------     ------     ------
Profit for the year applicable to ordinary shares*                                11,868      5,006      3,219
                                                                                  ======     ======     ======
Profit per ordinary share - cents
Basic ......................................   11                                  54.85      25.82      16.77
Diluted.....................................   11                                  54.48      25.68      16.70
                                                                                  ======     ======     ======
Dividends per ordinary share - cents........   10                                   20.5       20.0       19.8
                                                                                  ======     ======     ======
Average number outstanding of 25 cents ordinary shares
  (in millions).............................                                      21,638     19,386     19,192
                                                                                  ======     ======     ======


- ----------
*  A summary of the  adjustments to profit for the year of the Group 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 43.


The Notes to Financial Statements are an integral part of this Statement.

                                      F - 2


                           CONSOLIDATED BALANCE SHEET



                                                                 December 31,
                                                      ---------------------------------
                                         Note                    2000              1999
                                       ------         ---------------  ----------------
                                                                  ($ million)
                                                                 
Fixed assets
  Intangible assets.................       19                  16,893             3,344
  Tangible assets...................       20                  75,173            52,631
  Investments
   Joint ventures
     Gross assets...................                  3,641             9,948
     Gross liabilities..............                    757             4,744
                                                     ------            ------
     Net investment.................       21                   2,884             5,204
   Associated undertakings..........       21                   5,455             4,334
   Other............................       21                   3,414               571
                                                               ------            ------
                                                               11,753            10,109
                                                               ------            ------
Total fixed assets..................                          103,819            66,084
Current assets
  Business held for resale..........                    636                --
  Inventories.......................       22         9,234             5,124
  Trade receivables.................       23        17,813             9,417
  Other receivables falling due
   Within one year..................       23         5,995             3,930
   After more than one year.........       23         4,610             3,455
  Investments.......................       24           661               220
  Cash at bank and in hand..........                  1,170             1,331
                                                     ------            ------
                                                     40,119            23,477
                                                     ------            ------
Current liabilities -- falling due within one year
  Finance debt......................       25         6,418             4,900
  Trade payables....................       26        14,363             8,203
  Other accounts payable and
    accrued liabilities.............       26        16,366            10,172
                                                     ------            ------
                                                     37,147            23,275
                                                     ------            ------
Net current assets .................                            2,972               202
                                                               ------            ------
Total assets less current liabilities                         106,791            66,286
Noncurrent liabilities
  Finance debt......................       25        14,772             9,644
  Accounts payable and accrued liabilities 26         5,223             2,245
Provisions for liabilities and charges
  Deferred taxation.................        9         1,822             1,783
  Other.............................       27        10,973             8,272
                                                     ------            ------
                                                               32,790            21,944
                                                               ------            ------
Net assets..........................                           74,001            44,342
Minority shareholders' interest.....                              585             1,061
                                                               ------            ------
BP shareholders' interest*..........                           73,416            43,281
                                                               ======            ======
Represented by:
Capital shares
  Preference........................                               21                21
  Ordinary..........................                            5,632             4,871
Paid in surplus.....................       29                   3,770             3,684
Merger reserve......................       29                  26,869               697
Other reserves......................       29                     456                --
Retained earnings...................    29/30                  36,668            34,008
                                                               ------            ------
                                                               73,416            43,281
                                                               ======            ======

- ----------

* A summary of the  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 43.

The Notes to Financial Statements are an integral part of this Balance Sheet.


                                      F - 3

                               CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                  Years ended December 31,
                                                                 ------------------------
                                                        Note       2000     1999     1998
                                                      ------     ------   ------   ------
                                                                         ($ million)

                                                                       

Net cash inflow from operating activities............     31     20,416   10,290    9,586
                                                                 ------   ------   ------
Dividends from joint ventures........................               645      949      544
                                                                 ------   ------   ------
Dividends from associated undertakings...............               394      219      422
                                                                 ------   ------   ------
Servicing of finance and returns on investments
Interest received....................................               444      179      223
Interest paid........................................            (1,354)  (1,065)    (961)
Dividends received...................................                42       34       43
Dividends paid to minority shareholders..............               (24)    (151)    (130)
                                                                 ------   ------   ------
Net cash outflow from servicing of finance and
  returns on investments.............................              (892)  (1,003)    (825)
                                                                 ------   ------   ------
Taxation
UK corporation tax...................................              (869)    (559)    (391)
Overseas tax.........................................            (5,329)    (701)  (1,314)
                                                                 ------   ------   ------
Tax paid.............................................            (6,198)  (1,260)  (1,705)
                                                                 ------   ------   ------
Capital expenditure and financial investment
Payments for fixed assets............................           (10,037)  (6,457)  (8,431)
Purchase of shares for employee share schemes........               (64)     (77)    (254)
Proceeds from the sale of fixed assets...............     18      3,029    1,149    1,387
                                                                 ------   ------   ------
Net cash outflow for capital expenditure
  and financial investment...........................            (7,072)  (5,385)  (7,298)
                                                                 ------   ------   ------
Acquisitions and disposals
Investments in associated undertakings...............              (985)    (197)    (396)
Acquisitions.........................................     17     (6,265)    (102)    (314)
Net investment in joint ventures.....................              (218)    (750)     708
Proceeds from the sale of businesses.................     18      8,333    1,292      780
                                                                 ------   ------   ------
Net cash inflow for acquisitions and disposals.......               865      243      778
                                                                 ------   ------   ------
Equity dividends paid................................            (4,415)  (4,135)  (2,408)
                                                                 ------   ------   ------
Net cash inflow (outflow)............................             3,743      (82)    (906)
                                                                 ======   ======   ======
Financing............................................     31      3,413     (954)    (377)
Management of liquid resources.......................     31        452      (93)    (596)
Increase (decrease) in cash..........................     31       (122)     965       67
                                                                 ------   ------   ------
                                                                  3,743      (82)    (906)
                                                                 ======   ======   ======


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

                STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                         ($ million)

                                                                           
Profit for the year..................................            11,870    5,008    3,220
Currency translation differences.....................            (2,508)    (921)      55
                                                                 ------   ------   ------
Total recognized gains and losses relating to the year            9,362    4,087    3,275
Prior year adjustment-- change in accounting policy..                --      715       --
                                                                 ------   ------   ------
Total recognized gains and losses....................             9,362    4,802    3,275
                                                                 ======   ======   ======

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

For a cash flow statement and a statement of  comprehensive  income  prepared on
the basis of US GAAP see Note 43 -- US generally accepted accounting principles.

- --------------------------------------------------------------------------------
The  Notes to Financial Statements are an integral part of these Statements.


                                      F - 4

                     STATEMENT OF CHANGES IN BP SHAREHOLDERS' INTEREST

     During 2000 the parent  Company's  authorized  ordinary  share  capital was
increased  from 24 billion to 36 billion shares of 25 cents each amounting to $9
billion.  In addition the Company has  authorised  preference  share  capital of
12,750,000  shares of (pound)1 each ($21 million).  At the date of completion of
the acquisition of ARCO, the parent Company issued 3,186,006,476 ordinary shares
of 25 cents  each and  following  the  acquisition  issued a further  42,267,402
ordinary  shares in  respect  of ARCO  preference  shares  surrendered  and ARCO
employee share options  exercised.  The authorized  ordinary share capital of BP
Amoco  p.l.c.  at December 31, 1999 was 24 billion  ordinary  shares of 25 cents
each and at  December  31, 1998 the  authorized  ordinary  share  capital was 12
billion ordinary shares of 50 cents each.

      The  allotted,  called up and fully paid share capital at December 31, was
as follows:


                                                                  Shares
                                                         ---------------------
                                                          Authorized    Issued     Amount
                                                         ----------- ---------   --------
                                                                               ($ million)
                                                                         
Non-equity-- preference shares
8% cumulative first preference
   shares of(pound)1 each at
   December 31, 2000, 1999 and 1998..............         7,250,000  7,232,838         12
                                                        ===========  =========   ========
9% cumulative second preference
   shares of(pound)1 each at
   December 31, 2000, 1999 and 1998..............         5,500,000  5,473,414          9
                                                        ===========  =========   ========
Equity--ordinary shares of 25 cents each
  Authorized
  December 31, 2000.............................     36,000,000,000
                                                     ==============



                                                    Years ended December 31,
                           ----------------------------------------------------------------------------
                                    2000                        1999                     1998
                           ----------------------     ----------------------     ----------------------
  ISSUED                       Shares of                  Shares of                  Shares of
                           25 cents each   Amount     25 cents each   Amount     50 cents each   Amount
                           -------------   ------     -------------   ------     -------------   ------
                            (thousands) ($ million)    (thousands) ($ million)    (thousands) ($ million)

                                                                               
  January 1................   19,484,024    4,871        19,366,020    4,842         9,597,793    4,309
  Exchange adjustment......           --       --                --       --                --       17
  Employee share schemes...       38,112        9            66,162       16            29,833       13
  Share dividend plan......           --       --            51,842       13           110,285       46
  ARCO acquisition.........    3,228,274      807                --       --                --       --
  Share buyback............     (221,663)     (55)               --       --           (54,901)     (27)
  Redenomination of shares
    into US dollars........           --       --                --       --                --      484
                              ----------  --------       ----------  --------        --------- --------
  December 31..............   22,528,747    5,632        19,484,024     4,871        9,683,010    4,842
                              ==========  ========       ==========  ========        ========= ========

Paid in surplus
  January 1................                 3,684                       3,386                     3,777
  Exchange adjustment......                    --                          --                        22
  Premium on shares issued:
    Employee share schemes.                   250                         250                        75
    Share dividend plan ...                    --                         (13)                      (46)
  Share buyback............                    55                          --                        --
  Stamp duty reserve tax...                  (295)                         --                        --
  Qualifying Employee Share
    Ownership Trust (d)....                    76                          61                        42
  Redenomination of shares
    into US dollars........                    --                          --                      (484)
                                         --------                    --------                  --------
  December 31..............                 3,770                       3,684                     3,386
                                         ========                    ========                  ========


The Notes to Financial Statements are an  integral  part  of  this Statement.

                                      F - 5


               STATEMENT OF CHANGES IN BP SHAREHOLDERS' INTEREST (Concluded)



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                           
Merger reserve
  January 1..........................................               697      697      650
  Employee share schemes.............................                --       --       97
  ARCO acquisition...................................            26,172       --       --
  Share buyback......................................                --       --      (50)
                                                                 ------   ------   ------
  December 31........................................            26,869      697      697
                                                                 ======   ======   ======
Other reserves
  January 1..........................................                --       --       --
  ARCO acquisition...................................               456       --       --
                                                                 ------   ------   ------
  December 31........................................               456       --       --
                                                                 ======   ======   ======
Retained earnings
  January 1..........................................            34,008   33,555   33,746
  Exchange adjustment................................            (2,508)    (921)      16
  Share dividend plan................................                --      311    1,243
  Share buyback......................................            (2,001)      --     (507)
  Qualifying Employee Share Ownership Trust (d)......               (76)     (61)     (42)
  Profit for the year................................            11,870    5,008    3,220
  Dividends (c)
   Preference (non-equity)...........................                (2)      (2)      (1)
   Ordinary (equity).................................            (4,623)  (3,882)  (4,120)
                                                                 ------   ------   ------
  December 31........................................            36,668   34,008   33,555
                                                                 ======   ======   ======

      ----------

(a)   During 2000 there were no BP ordinary  shares (1999,  51,842,146 and 1998,
      110,285,094)  issued  under  the  share  dividend  plan at par  value,  by
      capitalization of paid in surplus.

(b)   Voting on  substantive  resolutions  tabled at a general  meeting  is on a
      poll. On a poll, shareholders present in person or by proxy have two votes
      for every  (pound)5 in nominal  amount of the first and second  preference
      shares held and one vote for every ordinary share held. On a show of hands
      vote on other  resolutions  (procedural  matters)  at a  general  meeting,
      shareholders present in person or by proxy have one vote each.

      In the event of the  winding  up of the  Company  preference  shareholders
      would be entitled to a sum equal to the capital paid up on the  preference
      shares  plus an amount in respect of accrued  and unpaid  dividends  and a
      premium  equal  to the  higher  of (i) 10% of the  capital  paid up on the
      preference  shares and (ii) the excess of the average market price of such
      shares on the London  Stock  Exchange  during the previous six months over
      par value.

(c)   See Note 10-- Dividends per ordinary share.

(d)   See Note 33-- Employee share schemes.

(e)   See Note 30-- Retained earnings.


The Notes to Financial Statements are an integral part of this Statement.


                                      F - 6

                          NOTES TO FINANCIAL STATEMENTS

Note 1 -- Accounting policies

Accounting standards

     These  accounts are prepared in  accordance  with  applicable UK accounting
standards.  The Group has adopted Financial  Reporting  Standard No.15 `Tangible
Fixed Assets' and Financial  Reporting  Standard No.16 `Current Tax' with effect
from January 1, 2000.

Basis of preparation

      The Group's main  activities are the  exploration  and production of crude
oil and natural gas; the marketing  and trading of gas and power;  the refining,
marketing,   supply  and   transportation   of  petroleum   products;   and  the
manufacturing and marketing of petrochemicals.

      The  preparation of financial  statements in conformity  with UK generally
accepted  accounting  principles  requires that  management  make  estimates and
assumptions  that affect the reported amounts of assets,  liabilities,  revenues
and expenses;  and the disclosure of contingent  assets and liabilities.  Actual
results could differ from the estimates and assumptions used.

Group consolidation

      The Group financial statements comprise a consolidation of the accounts of
the parent Company and its subsidiary undertakings  (subsidiaries).  The results
of subsidiaries acquired or sold are consolidated for the periods from or to the
date on which control passes.

      An associated undertaking  (associate) is an entity in which the Group has
a long-term equity interest and over which it exercises  significant  influence.
The  consolidated  financial  statements  include  the Group  proportion  of the
operating  profit or loss,  exceptional  items,  stock  holding gains or losses,
interest expense, taxation and net assets of associates (the equity method).

      A joint  venture is an entity in which the Group has a long-term  interest
and shares control with one or more  co-venturers.  The  consolidated  financial
statements  include the Group proportion of turnover,  operating profit or loss,
exceptional  items, stock holding gains or losses,  interest expense,  taxation,
gross  assets and gross  liabilities  of the joint  venture  (the  gross  equity
method).

      Certain of the Group's activities are conducted through joint arrangements
and are included in the consolidated  financial  statements in proportion to the
Group's interest in the income, expenses,  assets and liabilities of these joint
arrangements.

      On the  acquisition of a subsidiary,  or of an interest in a joint venture
or associate,  fair values reflecting  conditions at the date of acquisition are
attributed to the identifiable net assets acquired. When the cost of acquisition
exceeds the fair values attributable to the Group's share of such net assets the
difference is treated as purchased  goodwill.  This is capitalized and amortized
over its  estimated  useful  economic  life,  limited to a maximum  period of 20
years.

Accounting convention

      The accounts are prepared under the historical cost convention. Historical
cost  accounts  show the  profits  available  to  shareholders  and are the most
appropriate basis for presentation of the Group's balance sheet.  Profit or loss
determined under the historical cost convention  includes stock holding gains or
losses and, as a consequence,  does not necessarily  reflect  underlying trading
results.


                                      F - 7

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1-- Accounting policies (continued)

Replacement cost

      The results of individual  businesses and geographical areas are presented
on  a  replacement  cost  basis.  Replacement  cost  operating  results  exclude
inventory  holding  gains or losses and  reflect  the  average  cost of supplies
incurred  during the year,  and thus  provide  insight into  underlying  trading
results.  Inventory holding gains or losses represent the difference between the
replacement  cost of sales and the historical cost of sales calculated using the
first-in, first-out, method.

Inventory valuation

      Inventories are valued at cost to the Group using the first-in, first-out,
method or at net realizable value,  whichever is the lower. Stores are stated at
or below cost calculated mainly using the average method.

Revenue recognition

     Revenues  associated with the sale of oil,  natural gas liquids,  liquefied
natural gas,  petroleum and chemical products and all other items are recognized
when the title passes to the customer.  Generally,  revenues from the production
of natural gas and oil  properties in which the Group has an interest with other
producers,  are recognized on the basis of the Group's working interest in those
properties (the entitlement method). Differences between the production sold and
the Group's share of production are not significant.

Foreign currencies

      On  consolidation,  assets and liabilities of subsidiaries  are translated
into US dollars at closing  rates of exchange.  Income and cash flow  statements
are translated at average rates of exchange. Exchange differences resulting from
the  retranslation  of net investments in subsidiaries and associates at closing
rates, together with differences between income statements translated at average
rates and at closing  rates,  are dealt  with in  reserves.  Exchange  gains and
losses  arising on long-term  foreign  currency  borrowings  used to finance the
Group's foreign currency investments are also dealt with in reserves.  All other
exchange  gains or losses on  settlement  or  translation  at  closing  rates of
exchange of monetary assets and liabilities are included in the determination of
profit for the year.

Derivative financial instruments

      The Group uses derivative  financial  instruments  (derivatives) to manage
certain  exposures  to  fluctuations  in  foreign  currency  exchange  rates and
interest  rates,  and to manage some of its margin  exposure from changes in oil
and natural gas prices.  Derivatives  are also traded in conjunction  with these
risk management activities.

      The  purpose for which a  derivative  contract  is used is  identified  at
inception. To qualify as a derivative for risk management,  the contract must be
in accordance with  established  guidelines which ensure that it is effective in
achieving its objective.  All contracts not identified at inception as being for
the purpose of risk management are designated as being held for trading purposes
and accounted for using the fair value method, as are all oil price derivatives.

      The Group accounts for derivatives using the following methods:

      Fair value  method:  derivatives  are carried on the balance sheet at fair
value ('marked to market') with changes in that value  recognized in earnings of
the period.  This method is used for all derivatives  which are held for trading
purposes.  Interest rate contracts traded by the Group include  futures,  swaps,
options and swaptions.  Foreign  exchange  contracts traded include forwards and
options. Oil price contracts traded include swaps, options and futures.

      Accrual  method:  amounts  payable or receivable in respect of derivatives
are recognized ratably in earnings over the period of the contracts. This method
is used for derivatives held to manage interest rate risk. These are principally
swap agreements  used to manage the balance between fixed and floating  interest
rates on long-term  finance debt.  Other  derivatives  held for this purpose may
include  swaptions  and futures  contracts.  Amounts  payable or  receivable  in
respect of these  derivatives are recognized as adjustments to interest  expense
over the period of the contracts. Changes in the derivative's fair value are not
recognized.


                                      F - 8

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1-- Accounting policies (continued)

Derivative financial instruments (continued)

      Deferral  method:  gains and losses  from  derivatives  are  deferred  and
recognized in earnings or as adjustments to carrying  amounts,  as  appropriate,
when the underlying debt matures or the hedged transaction  occurs.  This method
is used  for  derivatives  used to  convert  non-US  dollar  borrowings  into US
dollars,  to hedge  significant  non-US dollar firm  commitments  or anticipated
transactions,  and to manage some of the  Group's  exposure to natural gas price
fluctuations.  Derivatives  used to convert  non-US  dollar  borrowings  into US
dollars include foreign  currency swap agreements and forward  contracts.  Gains
and losses on these  derivatives  are deferred and recognized on maturity of the
underlying  debt,  together  with  the  matching  loss  or  gain  on  the  debt.
Derivatives used to hedge significant non-US dollar transactions include foreign
currency forward  contracts and options and to hedge natural gas price exposures
include  swaps,  futures and options.  Gains and losses on these  contracts  and
option premia paid are also deferred and  recognized in the income  statement or
as adjustments to carrying amounts, as appropriate,  when the hedged transaction
occurs.

      Where  derivatives  used to manage interest rate risk or to convert non-US
dollar debt or to hedge other  anticipated cash flows are terminated  before the
underlying debt matures or the hedged transaction  occurs, the resulting gain or
loss is recognized on a basis which matches the timing and accounting  treatment
of the underlying debt or hedged transaction. When an anticipated transaction is
no longer likely to occur or finance debt is  terminated  before  maturity,  any
deferred gain or loss that has arisen on the related derivative is recognized in
the income statement together with any gain or loss on the terminated item.

Depreciation

      Oil and gas production assets are depreciated  using a  unit-of-production
method based upon  estimated  proved  reserves.  Other  tangible and  intangible
assets are depreciated on the straight line method over their  estimated  useful
lives. The average estimated useful lives of refineries are 20 years,  chemicals
manufacturing  plants 20 years and service stations 15 years.  Other intangibles
are amortized over a maximum period of 20 years.

      The Group  undertakes a review for impairment of a fixed asset or goodwill
if events or changes in  circumstances  indicate that the carrying amount of the
fixed asset or goodwill may not be recoverable.  To the extent that the carrying
amount  exceeds the  recoverable  amount,  that is the higher of net  realizable
value and value in use,  the fixed  asset or  goodwill  is  written  down to its
recoverable  amount.  The value in use is determined  from estimated  discounted
future net cash flows.

Maintenance expenditure

      Expenditure on major  maintenance,  refits or repairs is capitalized where
it enhances the performance of an asset above its originally  assessed  standard
of  performance;  replaces  an asset or part of an asset  which  was  separately
depreciated and which is then written off; or restores the economic  benefits of
an asset which has been fully depreciated.  All other maintenance expenditure is
charged to income as incurred.

Exploration expenditure

      Exploration expenditure is accounted for in accordance with the successful
efforts  method.  Exploration  and appraisal  drilling  expenditure is initially
capitalized  as an  intangible  fixed  asset.  When  proved  reserves of oil and
natural  gas  are  determined  and  development  is  sanctioned,   the  relevant
expenditure  is  transferred  to tangible  production  assets.  All  exploration
expenditure  determined as unsuccessful  is charged against income.  Exploration
licence   acquisition   costs  are  amortized  over  the  estimated   period  of
exploration.  Geological and geophysical  exploration  costs are charged against
income as incurred.


                                      F - 9

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1-- Accounting policies (continued)

Decommissioning

      Provision for decommissioning is recognized in full at the commencement of
oil and natural gas  production.  The amount  recognized is the present value of
the estimated future expenditure  determined in accordance with local conditions
and requirements.  A corresponding  tangible fixed asset of an amount equivalent
to the provision is also created.  This is  subsequently  depreciated as part of
the capital costs of the production and transportation facilities. Any change in
the present value of the estimated  expenditure is reflected as an adjustment to
the provision and the fixed asset.

Petroleum revenue tax

      The   charge   for   petroleum   revenue   tax  is   calculated   using  a
unit-of-production method.

Changes in unit-of-production factors

      Changes in factors which affect unit-of-production  calculations are dealt
with prospectively, not by immediate adjustment of prior years' amounts.

Environmental liabilities

      Environmental  expenditures  that relate to current or future revenues are
expensed or capitalized as appropriate.  Expenditures that relate to an existing
condition  caused by past  operations  and that do not  contribute to current or
future earnings are expensed.

      Liabilities  for  environmental  costs are recognized  when  environmental
assessments or clean-ups are probable and the associated costs can be reasonably
estimated.  Generally,  the  timing  of  these  provisions  coincides  with  the
commitment  to a formal  plan of action  or, if  earlier,  on  divestment  or on
closure of inactive  sites.  The amount  recognized  is the best estimate of the
expenditure  required.  Where the liability  will not be settled for a number of
years  the  amount  recognized  is the  present  value of the  estimated  future
expenditure.

Leases

      Assets  held  under  leases  which  result  in Group  companies  receiving
substantially   all  risks  and  rewards  of  ownership   (finance  leases)  are
capitalized  as  tangible  fixed  assets  at  the  estimated  present  value  of
underlying  lease  payments.  The  corresponding  finance  lease  obligation  is
included with  borrowings.  Rentals under  operating  leases are charged against
income as incurred.

Research

      Expenditure  on  research  is  written  off in the  year  in  which  it is
incurred.

Interest

      Interest is capitalized  gross during the period of construction  where it
relates  either  to the  financing  of  major  projects  with  long  periods  of
development or to dedicated  financing of other projects.  All other interest is
charged against income.

Pensions and other postretirement benefits

      The cost of  providing  pensions  and  other  postretirement  benefits  is
charged to income on a systematic  basis,  with pension  surpluses  and deficits
amortized  over  the  average  expected   remaining  service  lives  of  current
employees.  The  difference  between  the  amounts  charged  to  income  and the
contributions  made to pension  plans is included  within  other  provisions  or
debtors as appropriate.  The amounts accrued for other  postretirement  benefits
and unfunded pension liabilities are included within other provisions.


                                      F - 10

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 1-- Accounting policies (concluded)

Deferred taxation

      Deferred taxation is calculated, using the liability method, in respect of
timing differences  arising primarily from the difference between the accounting
and tax treatments of both depreciation and petroleum revenue tax.  Provision is
made or recovery anticipated where timing differences are expected to reverse in
the foreseeable future.

Discounting

      The unwinding of the discount on provisions  is included  within  interest
expense.  Any  change  in the  amount  recognized  for  environmental  and other
provisions arising through changes in discount rates is included within interest
expense.

Comparative figures

      Certain previous years' figures have been changed to conform with the 2000
presentation.

Note 2 -- Turnover



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Sales and operating revenue..........................           168,709   91,891   76,448
Customs duties and sales taxes.......................            20,647    8,325    8,144
                                                                 ------   ------   ------
                                                                148,062   83,566   68,304
                                                                 ======   ======   ======


Note 3 -- Production taxes


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
UK petroleum revenue tax.............................               707      237       45
Overseas production taxes............................             1,354      780      559
                                                                 ------   ------   ------
                                                                  2,061    1,017      604
                                                                 ======   ======   ======

Note 4 -- Distribution and administration expenses


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Distribution................................................      6,718    5,031    4,714
Administration..............................................      1,817    1,033    1,330
                                                                 ------   ------   ------
                                                                  8,535    6,064    6,044
                                                                 ======   ======   ======



                                      F - 11



                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 5 -- Other income


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Income from other fixed asset investments...................        202       66       74
Other interest and miscellaneous income.....................        603      348      635
                                                                 ------   ------   ------
                                                                    805      414      709
                                                                 ======   ======   ======
Income from investments publicly traded included above......          8       14       10
                                                                 ------   ------   ------


Note 6 -- Exceptional items

      Exceptional  items comprise  profit (loss) on sale of businesses and fixed
assets, restructuring costs and merger expenses, as follows:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Profit on sale of businesses
- --Group.....................................................        341      427      310
- --Joint ventures............................................         --       42       85
Loss on sale of businesses -- Group.........................       (209)    (106)      --
                                                                 ------   ------   ------
                                                                    132      363      395
Profit on sale of fixed assets
- --Group.....................................................        535       84      653
- --Joint ventures............................................         24       --       --
Loss on sale of fixed assets -- Group.......................       (471)    (784)      --
                                                                 ------   ------   ------
                                                                     88     (700)     653
                                                                 ------   ------   ------
                                                                    220     (337)   1,048
Restructuring costs
- --Group.....................................................         --   (1,900)      --
- --Joint ventures............................................         --      (43)      --
Merger expenses -- Group....................................         --       --     (198)
                                                                 ------   ------   ------
Exceptional items...........................................        220   (2,280)     850
Taxation credit (charge):
Sale of businesses..........................................       (181)     (21)     (36)
Sale of fixed assets........................................       (111)     (29)    (185)
Restructuring costs.........................................         --      280       --
Merger expenses.............................................         --       --       23
                                                                 ------   ------   ------
Exceptional items, net of tax...............................        (72)  (2,050)     652
                                                                 ======   ======   ======



                                      F - 12

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 6 -- Exceptional items (concluded)

Sales of businesses

      The profit on the sale of businesses during 2000 is attributable primarily
to the divestment by the Group of its common interest in Altura Energy. For 1999
the profit  related  mainly to the  divestment  by the Group of its Canadian oil
properties  and certain  chemicals  businesses.  These included the Verdugt acid
salts business;  the Plaskon  electronics  materials business located in the USA
and  Singapore;  and the US Fibers  and Yarns  business.  The  profit on sale of
businesses by joint ventures in 1999 was mainly  attributable to the disposal by
the  BP/Mobil  joint  venture of its  retail  network  in  Hungary.  In 1998 the
principal sales of businesses were exploration and production  properties in the
USA and Papua New Guinea,  the retail network in the Czech Republic,  the Adibis
fuel additives business and a speciality chemicals  distribution  business.  The
profit on sale of businesses by joint ventures related mainly to the disposal by
the BP/Mobil joint venture of its retail network in Belgium.

      For 2000 the loss on sale of businesses  relates to the subvention of bank
loans to its paraxylene  joint venture in Singapore.  The loss during 1999 arose
from the closure of this joint venture.

Sale of fixed assets

      The profit on the sale of fixed  assets in 2000  includes  the profit from
the disposal of the Alliance refinery,  located in Belle Chasse,  Louisiana, the
profit  from  the  divestment  of a 10%  interest  in  certain  exploration  and
production  interests  in  Trinidad  and the  profit  from  the  sale  of  other
exploration  and  production  interests,  mainly in the UK and USA. For 1999 the
sale of fixed assets  included  the Federal  Trade  Commission-mandated  sale of
distribution  terminals and service  stations in the USA, the  divestment by the
Group of its interest in an olefins cracker at Wilton in the UK and the sale and
leaseback of US  railcars.  In 1998 the profit on the sale of fixed assets arose
principally  from the divestment of the refinery in Lima, Ohio, and the sale and
leaseback of the Amoco building in Chicago.

      For  2000  the loss on sale of fixed  assets  relates  principally  to the
divestment by the Group of its interests in the Quiriquire and Guarapiche fields
in  Venezuela.  The major  element of the loss in 1999 was the  disposal  by the
Group of its interest in the Pedernales oil field in Venezuela.

      Additional information on the sale of businesses and fixed assets is given
in Note 18 -- Disposals.

Restructuring costs

      These costs arose from  restructuring  activity across the Group following
the  merger of BP and Amoco at the end of 1998 and relate  predominantly  to the
Group's US operations.  The major elements of the restructuring charges comprise
employee  severance costs ($1,212 million) and provisions to cover future rental
payments on surplus  leasehold  office  accommodation  and other  property ($297
million). During 1999, some 16,000 employees left the Group through severance or
outsourcing arrangements.  Also included in the restructuring charges are office
closure costs,  contract  termination  payments and asset write-downs.  The cash
outflow for these restructuring  charges during 1999 was $976 million and during
2000 was $446 million.

Merger expenses

      BP incurred  fees and  expenses  of $198  million in  connection  with the
merger of BP and Amoco.  These costs relate  principally  to investment  banking
fees as well as legal, accounting and regulatory filing fees.



                                      F - 13

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 7 -- Interest expense


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Bank loans and overdrafts............................               154      119      158
Other loans..........................................             1,221      854      762
Finance leases.......................................               107       75       90
                                                                 ------   ------   ------
                                                                  1,482    1,048    1,010
Capitalized at 7% (1999 6% and 1998 7%)..............               119       43      119
                                                                 ------   ------   ------
Group................................................             1,363    1,005      891
Joint ventures.......................................                78       70       54
Associated undertakings..............................               140      131      108
Unwinding of discount on provisions .................               189      130      124
Change in discount rate for provisions ..............                --      (20)      --
                                                                 ------   ------   ------
Total charged against profit.........................             1,770    1,316    1,177
                                                                 ======   ======   ======


     Interest  expense  includes a charge of $111 million  (1999 $24 million and
1998 $12 million) relating to early redemption of debt.

Note 8 -- Depreciation and amounts provided

      Included in the income statement under the following headings:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Depreciation:
  Replacement cost of sales..........................             6,403    4,185    4,666
  Distribution.......................................               707      408      335
  Administration.....................................                87      115      100
  Exceptional items..................................                --      258       --
                                                                 ------   ------   ------
                                                                  7,197    4,966    5,101
                                                                 ======   ======   ======
Depreciation of capitalized leased assets included above             79       70       71
                                                                 ------   ------   ------
Amounts provided against fixed asset investments:
  Exceptional items..................................                --       84       --
  Replacement cost of sales..........................               252       (1)     200
                                                                 ------   ------   ------
                                                                    252       83      200
                                                                 ======   ======   ======


      The charge for  depreciation and amortization of goodwill in 2000 includes
$61 million for the  write-down  of Chemicals  and  Exploration  and  Production
assets. In addition $181 million has been provided against the Group's chemicals
investment in Indonesia as a result of the continuing weak business  environment
in the region.

      The  rationalization  of office and other facilities in 1999 following the
merger resulted in the write-off of redundant IT and other office  equipment and
furnishings.  This charge of $258 million has been included  within  exceptional
items.  In addition for 1999 the charge for  depreciation  includes $100 million
for the  impairment  of the  Badami  field in Alaska  and $123  million  for the
write-down of various Chemicals and Refining and Marketing assets.

      The  charge  for  depreciation  in  1998  included  $214  million  for the
impairment  of the Opon field in Colombia and $61 million for the  write-down of
various other oil and natural gas  properties.  The impairment of the Opon field
reflected  lower than  anticipated  natural gas production  and related  reserve
estimates.  The charge also  reflected  impairment  of the adjacent  power plant
because  of the  unavailability  of an  economic  fuel  supply.  As a result  of
increased  economic  uncertainty  in Russia,  the Group wrote down the  carrying
value of its investment in A O Sidanco by $200 million.

      In assessing the value in use of potentially  impaired  assets, a discount
rate of 9% has been used.  This is the rate used by the Company  for  investment
appraisal.


                                      F - 14

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 9 -- Taxation

Charge for taxation


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
United Kingdom corporation tax:
  Current at 30.0% (1999 at 30.25% and 1998 at 31.0%)             1,505      875    1,325
  Overseas tax relief................................              (310)    (363)    (566)
                                                                 ------   ------   ------
                                                                  1,195      512      759
  Deferred at 30.0% (1999 at 30.0% and 1998 at 31.0%)                12       91     (188)
                                                                 ------   ------   ------
                                                                  1,207      603      571
  Advance corporation tax............................                --       --      (76)
                                                                 ------   ------   ------
                                                                  1,207      603      495
                                                                 ------   ------   ------
Overseas:
  Current............................................             3,704    1,143      896
  Deferred...........................................              (124)      30       (4)
  Joint ventures.....................................                --        5      (15)
  Associated undertakings............................               185       99      148
                                                                 ------   ------   ------
                                                                  3,765    1,277    1,025
                                                                 ------   ------   ------
Taxation charge for the year.........................             4,972    1,880    1,520
                                                                 ======   ======   ======


      Included in the charge for the year is a charge of $292 million (1999 $230
million credit and 1998 $198 million charge) relating to exceptional items.

Provisions for deferred taxation


                                                                          Gross potential
                                                          Provisions         liability
                                                        ---------------   ---------------
                                                              Years ended December 31,
                                                        ---------------------------------
                                                          2000     1999     2000     1999
                                                        ------   ------   ------   ------
                                                                     ($ million)
                                                                       
Analysis of movements during the year:
  At January 1........................................   1,783    1,632    7,139    6,618
  Exchange adjustments................................    (139)      30     (262)     (42)
  Acquisitions........................................     323       --    1,404       --
  Charge (credit) for the year........................    (112)     121    1,442      563
  Deletions/transfers.................................     (33)      --      (39)      --
                                                        ------   ------   ------   ------
  At December 31......................................   1,822    1,783    9,684    7,139
                                                        ======   ======   ======   ======
  of which -- United Kingdom..........................   1,141    1,015    1,436    1,482
           -- Overseas................................     681      768    8,248    5,657
                                                        ======   ======   ======   ======




                                      F - 15



                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 9 -- Taxation (continued)


                                                                          Gross potential
                                                          Provisions         liability
                                                        ---------------   ---------------
                                                              Years ended December 31,
                                                        ---------------------------------
                                                          2000     1999     2000     1999
                                                        ------   ------   ------   ------
                                                                     ($ million)
                                                                       
Analysis of provision:
  Depreciation........................................   2,641    2,567   13,008   10,279
  Petroleum revenue tax...............................    (337)    (332)    (337)    (332)
  Other timing differences............................    (482)    (452)  (2,987)  (2,808)
                                                        ------   ------   ------   ------
                                                         1,822    1,783    9,684    7,139
                                                        ======   ======   ======   ======


      If provision for deferred taxation had been made on the basis of the gross
potential liability,  the taxation charge for the year would have been increased
(decreased) as follows:


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
United Kingdom.................................................    (122)    (185)     (40)
Overseas.......................................................   1,676      627      409
                                                                 ------   ------   ------
                                                                  1,554      442      369
                                                                 ======   ======   ======


      Deferred  taxation is not  generally  provided  in respect of  liabilities
which  may  arise  on the  distribution  of  accumulated  reserves  of  overseas
subsidiaries, joint ventures and associates.

     Reconciliation  of the UK statutory  tax rate to the  effective tax rate of
the Group on replacement cost profit before exceptional items



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                  (% of profit before tax)
                                                                           
United Kingdom statutory tax rate..............................      30       30       31
Increase (decrease) resulting from:
  Current year timing differences not provided
    (including current year losses unrelieved/prior
     year losses utilized).....................................      (5)     (10)      (6)
  Tax on inventory holding gains (relief for
    inventory holding losses)..................................       1        2       (3)
  Overseas taxes at higher rates...............................       7        5        4
  Tax credits..................................................      (4)      --       (2)
  Acquisition amortization.....................................       3       --       --
  Advance corporation tax......................................      --       --       (1)
  Other........................................................      (3)       1        2
                                                                 ------   ------   ------
  Effective tax rate on replacement cost profit before
    exceptional items..........................................      29       28       25
                                                                 ======   ======   ======


      Further information  presented in compliance with the requirements of FASB
Statement of Financial  Accounting  Standards No. 109 -- 'Accounting  For Income
Taxes' is set out below.



                                      F - 16

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 9 -- Taxation (concluded)

Effective tax rate


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Analysis of profit before taxation:
United Kingdom.......................................             3,426    1,663    2,269
Overseas.............................................            13,508    5,363    2,534
                                                                 ------   ------   ------
                                                                 16,934    7,026    4,803
                                                                 ======   ======   ======
Taxation.............................................             4,972    1,880    1,520
                                                                 ======   ======   ======
Effective tax rate...................................                29%      27%      32%
                                                                 ======   ======   ======


      The  following  relates  the  United  Kingdom  statutory  tax  rate to the
effective tax rate of the Group based on profit before taxation:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                  (% of profit before tax)
                                                                          
United Kingdom statutory tax rate....................                30       30       31
Increase (decrease) resulting from:
  Current year timing differences not provided.......                (5)      (9)     (12)
  (Prior year losses utilized) current
     year losses unrelieved..........................                 2        2        5
  (Inventory holding gains not taxed) no relief for
     inventory holding losses.........................               (1)      (5)       5
  Overseas taxes at higher rates.....................                 7        5        7
  Tax credits........................................                (4)      --       (2)
  Advance corporation tax............................                --       --       (2)
Acquisition amortization ............................                 3        1        1
  Other .............................................                (3)       3       (1)
                                                                 ------   ------   ------
Effective tax rate...................................                29       27       32
                                                                 ======   ======   ======




                                      F - 17

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 10 -- Dividends per ordinary share



                                                  Years ended December 31,
                              --------------------------------------------------------------
                                2000   1999   1998   2000   1999   1998   2000   1999   1998
                              ------ ------ ------ ------ ------ ------ ------ ------ ------
                                (pence per share)    (cents per share)       ($ million)
BP
                                                          
Dividends per ordinary share:
First quarterly...........     3.220  3.069    --    5.00   5.00    --   1,133    970     --
Second quarterly..........     3.352  3.112    --    5.00   5.00    --   1,128    970     --
Third quarterly...........     3.602  3.033    --    5.25   5.00    --   1,185    971     --
Fourth quarterly..........     3.617  3.125 3.059    5.25   5.00  5.00   1,177    971    968
                              ------ ------ ------ ------ ------ ------ ------ ------ ------
                              13.791 12.339 3.059   20.50  20.00  5.00   4,623  3,882    968
                              ------ ------ ------ ------ ------ ------ ------ ------ ------
The British Petroleum Company p.l.c.
Dividends per ordinary share:
First quarterly...........                  2.875                 4.75                   551
Second quarterly..........                  3.000                 5.00                   579
Third quarterly...........                  3.000                 5.00                   584
Fourth quarterly..........                     --                   --                    --
                                           ------               ------                ------
                                            8.875                14.75                 1,714
                                           ------               ------                ------
Amoco
Dividends per common stock:
First quarterly...........                                       18.75                   362
Second quarterly..........                                       18.75                   360
Third quarterly...........                                       18.75                   358
Fourth quarterly..........                                       18.75                   358
                                                                ------                ------
                                                                 75.00                 1,438
                                                                ------  ------ ------ ------
Total Group...............                                               4,623  3,882  4,120
                                                                        ====== ====== ======


      On an ordinary share equivalent  basis, the Amoco quarterly  dividends for
1998 was 4.7 cents.


                                      F - 18



                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 11 -- Profit per ordinary share


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                     (cents per share)
                                                                          
Basic earnings per share.......................................   54.85    25.82    16.77
Diluted earnings per share.....................................   54.48    25.68    16.70



     The calculation of basic earnings per ordinary share is based on the profit
attributable to ordinary shareholders,  i.e. profit for the year less preference
dividends,  related to the weighted  average number of ordinary  shares in issue
during the year. The profit  attributable  to ordinary  shareholders  is $11,868
million (1999 $5,006  million and 1998 $3,219  million).  The average  number of
shares  outstanding  excludes  the shares held by the Employee  Share  Ownership
Plans.

      The  calculation  of  diluted  earnings  per  share  is  based  on  profit
attributable to ordinary  shareholders as for basic earnings per share. However,
the number of shares  outstanding is adjusted to show the potential  dilution if
employee  share  options  are  converted  into  ordinary  shares.  The number of
ordinary  shares  outstanding  for basic and diluted  earnings  per share may be
reconciled as follows:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                     (shares million)
                                                                          
Weighted average number of ordinary shares.....................  21,638   19,386   19,192
Ordinary shares issuable under employee share schemes..........     145      111       84
                                                                 ------   ------   ------
                                                                 21,783   19,497   19,276
                                                                 ======   ======   ======


      In  addition to basic  earnings  per share  based on the  historical  cost
profit for the year, a further measure,  based on replacement cost profit before
exceptional  items,  is provided as it is considered  that this measure gives an
indication of underlying performance.



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                     (cents per share)
                                                                          
Profit for the year............................................   54.85    25.82    16.77
Inventory holding (gains) losses...............................   (3.36)   (8.91)    7.25
                                                                 ------   ------   ------
Replacement cost profit for the year...........................   51.49    16.91    24.02
Exceptional items, net of tax..................................    0.33    10.57    (3.40)
                                                                 ------   ------   ------
Replacement cost profit before exceptional items...............   51.82    27.48    20.62
                                                                 ======   ======   ======



                                      F - 19



                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 12-- Quarterly results of operations (unaudited)


                                                         Historical cost             Profit per
                                                Group      profit before    Profit     ordinary
                                             turnover   interest and tax     (loss)       share
                                             --------   ----------------    ------   ----------
                                                            ($ million)                  (cents)
                                                                        

Year ended December 31, 2000
First quarter.............................     33,091              4,336     3,085        15.88
Second quarter............................     39,027              4,711     3,024        13.59
Third quarter.............................     44,862              5,377     3,351        14.85
Fourth quarter............................     44,846              4,280     2,410        10.53
                                             --------   ----------------    ------   ----------
Total.....................................    161,826             18,704    11,870        54.85
                                            =========   ================    ======   ==========
Year ended December 31, 1999
First quarter.............................     17,984                195      (176)       (0.91)
Second quarter............................     22,939              2,461     1,635         8.44
Third quarter.............................     26,665              2,990     1,848         9.53
Fourth quarter............................     33,592              2,696     1,701         8.76
                                             --------   ----------------    ------   ----------
Total.....................................    101,180              8,342     5,008        25.82
                                            =========   ================    ======   ==========


Note 13 -- Rental expense under operating leases


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                        ($ million)
                                                                          
Minimum rentals:
  Tanker charters....................................               361      357      396
  Plant and machinery................................               471      509      429
  Land and buildings.................................               343      271      315
                                                                 ------   ------   ------
                                                                  1,175    1,137    1,140
Less: Rentals from sub-leases........................              (185)    (178)    (105)
                                                                 ------   ------   ------
                                                                    990      959    1,035
                                                                 ======   ======   ======


Note 14 -- Research and development

      Expenditure  on research and  development  amounted to $434 million  (1999
$310 million and 1998 $412 million).


                                      F - 20


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 15 -- Auditors' remuneration



                                                   Years ended December 31,
                                      --------------------------------------------------
                                             2000              1999              1998
                                      ---------------   ---------------   ---------------
                                          UK    Total       UK    Total       UK    Total
                                      ------   ------   ------   ------   ------   ------
                                                           ($million)
                                                                   
Audit fees-- Ernst & Young:
  Group audit.........................     6       15        6       14        6       12
  Local statutory audit
    and quarterly review..............     2       13        1        6        1        5
                                      ------   ------   ------   ------   ------   ------
                                           8       28        7       20        7       17
                                      ------   ------   ------   ------   ------   ------
Audit fees -- PricewaterhouseCoopers LLP:
  Group audit.........................    --       --       --       --       --        3
  Local statutory audit
    and quarterly review..............    --       --       --       --       --        1
                                      ------   ------   ------   ------   ------   ------
                                          --       --       --       --       --        4
                                      ------   ------   ------   ------   ------   ------
Total Group...........................     8       28        7       20        7       21
                                      ======   ======   ======   ======   ======   ======

Fees for other services -- Ernst & Young
  Acquisitions and disposals..........     8        9        3        5        2        4
  Taxation services...................     2       14        1        6        1        4
  Assurance services..................     5       10        4        5        4        6
  Consultancy.........................     5       18        7       20        2       11
                                      ------   ------   ------   ------   ------   ------
                                          20       51       15       36        9       25
                                      ======   ======   ======   ======   ======   ======


      2000 Group  audit fees  include  $1 million  (1999 $1 million  and 1998 $1
million) for excess of actual over estimated fees for 1999.

      Fees to major firms of  accountants  other than Ernst &Young for non-audit
services amounted to $411 million (1999 $160 million and 1998 $181 million).

Note 16 -- Currency exchange gains and losses

      Accounted net foreign currency exchange gain included in the determination
of profit for the year  amounted to $30 million  (1999 $17 million gain and 1998
$23 million loss).


                                      F - 21


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 17 -- Acquisitions

      In 2000 the Company acquired Atlantic  Richfield Company (ARCO) and Burmah
Castrol  plc  (Burmah  Castrol)  and  the 18%  minority  interest  in  Vastar
Resources Inc.  (Vastar),  a subsidiary of ARCO. The Company also purchased most
of  ExxonMobil's  assets used by the fuels  refining and marketing  operation in
Europe and made a number of minor acquisitions.  All these business combinations
have been been accounted for using the  acquisition  method of  accounting.  The
goodwill arising on the ARCO and Burmah Castrol  acquisitions is being amortized
over 10 years.

ARCO acquisition

      On April 13 the  acquisition  of ARCO by BP was  cleared by the US Federal
Trade Comission and thereby became unconditional.  The transaction was closed on
April 18, 2000. The last day of trading in ARCO common stock was April 17, 2000.
The results of ARCO have been consolidated from April 14.

      ARCO shareholders  received for each share of ARCO common stock held as of
April 17, 2000, 9.84 BP ordinary shares.  Such BP ordinary shares were delivered
in the form of BP ADSs or, at the election of a holder of ARCO common stock,  BP
ordinary  shares.   For  purposes  of  determining  the  consideration  for  the
transaction  the number of ARCO shares issued and  outstanding on April 17, 2000
(324 million shares),  together with the estimated  number of additional  shares
which may be issued in respect of outstanding  options and contingent  stock and
on  conversion of ARCO  preference  stock (15 million  shares),  have been used,
which  would  result in the issue of  approximately  3,335  million BP  ordinary
shares.  The  total  consideration  for the  acquisition  was  $27,506  million,
including  acquisition  expenses of $79 million.  Stamp duty reserve tax of $295
million paid on the issue of ADSs has been treated as a share issue  expense and
charged against the Share Premium Account.

      The assets and liabilities of ARCO and the fair value adjustments made are
set out below:


                                                     Fair value adjustments
                                                   --------------------------
                                                     Accounting
                                       Book value        policy                      Fair
                                  on acquisitions     alignment  Revaluations        value
                                  ---------------  ------------  ------------    ---------
                                                            ($ million)

                                                                         
Intangible fixed assets................     1,358           (20)        1,211        2,549
Tangible fixed assets..................    12,088        (2,208)        9,949       19,829
Fixed asset investments................     2,858          (447)          594        3,005
Net assets of operations held for sale.     4,293            --           997        5,290
Current assets (excluding cash)........     3,326           297            45        3,668
Cash at bank and in hand...............       994            --            --          994
Finance debt...........................    (6,431)           --          (365)      (6,796)
Other creditors........................    (2,539)         (649)         (287)      (3,475)
Deferred taxation......................    (3,643)        3,320            --         (323)
Other provisions.......................    (2,761)         (104)         (144)      (3,009)
                                          -------       -------       -------      -------
Net assets acquired....................     9,543           189        12,000       21,732
                                          -------       -------       -------

Minority interests.....................                                             (1,595)
Goodwill...............................                                              7,369
                                                                                   -------
Consideration..........................                                             27,506
                                                                                   =======



                                      F - 22


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 17 -- Acquisitions (continued)

Fair Values

      The methods and assumptions set out in the following  paragraphs were used
in estimating the fair value of the assets and liabilities acquired.

      Intangible and tangible  fixed assets.  The fair value of the tangible and
intangible assets has mainly been estimated by determining the net present value
of future cash  flows.  The cash flows were  discounted  at the rate used by the
Company for investment appraisal, namely 9%.

     Fixed asset  investment.  The fair value of listed  investments is based on
quoted market prices.

      Net assets of operations  held for sale.  The fair value of the net assets
of these operations reflects the sales proceeds, less attributable taxation.

      Finance  debt.  The fair value of ARCO long term debt,  including  current
maturities, has been estimated based on the quoted market prices for the same or
similar issues.

      Other creditors.  Accruals for sundry liabilities  existing at the date of
acquisition.

      Other  provisions.  Liabilities  for  pensions  and other  post-retirement
benefits have been  estimated by  independent  actuaries.  Provisions  for other
liabilities  have been reassessed at the  acquisition  date and revalued in line
with BP practice.

Accounting policy alignment

      The accounting  policy  alignment  adjustments  represent the  adjustments
necessary to restate the balance sheet of ARCO prepared under US GAAP to conform
with BP's accounting  policies under UK GAAP. The principal  adjustments are set
out below.

     Tangible  fixed assets.  The  adjustments  mainly  reflect  restatement  of
tangible  fixed assets to  recoverable  amount where this is less than  carrying
value ($1,388  million),  the  elimination  of deferred tax gross up on business
combinations ($1,131 million),  and the capitalization of decommissioning assets
($176 million).

      Fixed  asset  investments.  Restatement  to  historical  cost  rather than
current market value.

      Current  assets.  The  basis  of  stock  valuation  changed  from  last-in
first-out to first-in first-out.

      Other creditors. Reclassification of corporate taxes payable.

     Deferred taxation.  Restatement of deferred tax liabilities on a restricted
liability basis ($1,338 million) and the elimination of deferred tax gross up on
business combinations ($1,131 million).

      Other  provisions.  Restatement on a discounted basis of environmental and
other provisions and recognition of the full liability for  decommissioning on a
discounted basis.


                                      F - 23

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 17 -- Acquisitions (continued)

     The summarized income statement and statement of total recognized gains and
losses of ARCO for the  period  January  1, 2000 to April  13,  2000,  being the
period from the beginning of ARCO's  financial year to the effective date of the
acquisition,  are  shown  below.  Also  shown  below  is the  summarized  income
statement for the financial  year ended December 31, 1999.  This  information is
presented on a US GAAP basis and includes the results of those  operations which
were sold as required by the US Federal Trade Commission.

Summarized income statement


                                                                        Period          Year
                                                                     January 1         ended
                                                                   to April 13,  December 31,
                                                                          2000          1999
                                                                   -----------   -----------
                                                                             ($ million)
                                                                               
Turnover....................................................             4,930        13,055
                                                                        ------        ------

Profit before interest and taxation.........................             1,056         2,391
Interest....................................................               125           398
                                                                        ------        ------
Profit before taxation......................................               931         1,993
Taxation....................................................               291           533
                                                                        ------        ------
Profit after taxation.......................................               640         1,460
Minority shareholders' interest.............................                18            38
                                                                        ------        ------
Net Income..................................................               622         1,422
                                                                        ======        ======


Statement of total recognized gains and losses



                                                                                     Period
                                                                                  January 1
                                                                                to April 13,
                                                                                       2000
                                                                                -----------
                                                                                 ($ million)

                                                                                     
Net income for the period...................................                            622
Currency translation differences............................                             (5)
Unrealized gain (loss) on securities........................                            129
                                                                                     ------
Total recognized gains and losses...........................                            746
                                                                                     ======


     For the year ended December 31, 2000 ARCO  contributed  $12,162  million to
turnover,  $569  million to Group  replacement  cost  operating  profit and $518
million  to  historical   cost  profit  before  interest  and  tax.  Within  the
Exploration and Production  segment ARCO represented  $4,458 million of turnover
and $690 million of Group replacement cost operating profit. For the USA segment
ARCO represented $9,420 million of turnover and $52 million of Group replacement
cost operating profit.

      ARCO  contributed  $3,523  million to the  Group's  net cash  inflow  from
operating  activities,  represented  $295  million  of  net  cash  outflow  from
servicing of finance and returns on investments,  represented  $2,270 million of
tax paid,  represented $404 million of net cash outflow for capital expenditure,
contributed $5,066 million of net cash inflow for acquisitions and disposals and
represented $3,092 million of net cash outflow from financing.


                                      F - 24

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 17 -- Acquisitions (continued)

      The following  unaudited pro forma consolidated  results of operations for
the Group have been prepared as if the  acquisition  of ARCO was effective as of
January 1, 1999.


                                                                          Year ended December 31,
                                                                       ---------------------------
                                                                          2000              1999
                                                                      --------          --------
                                                                ($ million, except per share amounts)

                                                                                       
Turnover.............................................................  152,091            94,610
Historical cost profit before interest and tax.......................   18,916             8,124
Profit for the year..................................................   11,817             4,174
Per ordinary share - cents
Basic................................................................    52.14             18.37
Diluted..............................................................    51.81             18.28
Per American Depositary Share - cents
Basic................................................................   312.84            110.22
Diluted..............................................................   310.86            109.68

Profit for the year applicable to ordinary shares as
adjusted to accord with US GAAP......................................    9,998             3,442
Per ordinary share - cents
Basic................................................................    44.11             15.15
Diluted..............................................................    43.83             15.08
Per American Depositary Share - cents
Basic................................................................   264.66             90.90
Diluted..............................................................   262.98             90.48


Other acquisitions

     BP completed  the purchase of the minority  interest in Vastar on September
15,2000 for a total  consideration  of $1,618 million.  This was settled in cash
and included  expenses of $9 million and $94 million for the buy-out of employee
share options.  The identifiable  assets and liabilities of Vastar have not been
revalued on the acquisition of the minority  interest as the difference  between
the fair values and the carrying  amounts of the assets and  liabilities  is not
material.

     On July 7, 2000,  the Company  declared  its cash offer for Burmah  Castrol
unconditional.  The results of Burmah Castrol have been  consolidated  from this
date. The total  consideration was $4,909 million.  Apart from the issue of $130
million  of loan  notes the  balance  of the  consideration  has been or will be
settled in cash and includes expenses of $16 million.

      On dissolution of the pan-European refining and marketing joint venture BP
acquired most of the  ExxonMobil  assets used by the fuels  operation for $1,479
million.  This  acquisition  became effective on August 1, 2000, from which date
the  operations  have been  consolidated.  The  aggregate  net  assets  acquired
approximate the consideration paid.

     The  Group  undertook  a number  of other  acquisitions  in the year for an
aggregate  consideration of $100 million.  No significant fair value adjustments
were made to the acquired assets or liabilities.

      In 1999 the Group acquired the outstanding 83% of ProGas, a major Canadian
natural gas supply aggregator,  and 50% of Solarex, a manufacturer and developer
of photovoltaic  products and systems,  it did not already own. Also in 1999 the
Group purchased APEX, a solar electric Company based in Montpellier, France.


                                      F - 25

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 17 -- Acquisitions (concluded)

      The aggregate  assets and liabilities  for the Burmah Castrol,  ExxonMobil
fuels refining and marketing operation and other acquisitions and the fair value
adjustments made are set out below:



                                                        Years ended December 31,
                                  ------------------------------------------------------------------------
                                                               2000                          1999     1998
                                  ------------------------------------------------------  -------  -------
                                                       Fair value adjustments
                                                     --------------------------
                                                     Accounting
                                       Book value        policy                     Fair     Fair     Fair
                                  on acquisitions     alignment    Revaluations    value    value    value
                                  ---------------    ----------    ------------  -------  -------  -------
                                                                    ($ million)

                                                                                    
Intangible fixed assets...........             19            --             (19)      --        3        1
Tangible fixed assets.............          1,943            (4)             --    1,939      119      194
Fixed asset investments...........          1,080            --              --    1,080        9       71
Business held for resale..........            499            --             137      636       --       --
Current assets (excluding cash)...          3,091            --              --    3,091       10       27
Cash at bank and in hand..........            796            --              --      796        5       --
Finance debt......................         (1,146)           --              --   (1,146)     (58)     (17)
Other creditors...................         (3,718)           --              --   (3,718)      (1)      --
Provisions for liabilities and charges       (218)           (6)            (21)    (245)      --       --
                                            -----         -----           -----    -----    -----    -----
Net assets acquired...............          2,346           (10)             97    2,433       87      276
                                            -----         -----           -----    -----    -----    -----

Minority interests................                                                  (245)      --       --
Goodwill..........................                                                 4,300       20       38
                                                                                   -----    -----    -----
Consideration.....................                                                 6,488      107      314
                                                                                   =====    =====    =====


     Pro forma  effects as required  by US GAAP,  assuming  the Burmah  Castrol,
ExxonMobil  fuels refining and marketing  operation and other  acquisitions  had
taken place on January 1, 1999,  are not presented as they would not  materially
change reported consolidated results of operations.

Note 18 -- Disposals

     As a condition of the acquisitions of Atlantic Richfield Company (ARCO), BP
was required to divest ARCO's Alaskan  businesses and certain pipeline interests
in the Lower 48. These  operations  were sold for  aggregate  proceeds of $6,803
million. No profit or loss arose on these disposals.

      Other major  disposals  during  2000 were the sale of the  Group's  common
interest in Altura Energy, the sale of the Alliance refinery,  the divestment of
exploration and production interests in Trinidad,  the UK, USA and Venezuela and
the sale of the Southern Company Energy Marketing.

     Disposals  during  1999  included  the  sale of the  Group's  Canadian  oil
properties;  the  divestment  of its  interest  in the  Pedernales  oil field in
Venezuela; the Federal Trade  Commission-mandated sale of distribution terminals
and service stations in the USA and certain chemicals activities. These included
the Verdugt acid salts business; its interest in an olefins cracker at Wilton in
the UK;  the  Plaskon  electronics  materials  business  located  in the USA and
Singapore;  the US Fibers and Yarns  business;  and the sale and leaseback of US
railcars. In addition the Group incurred a loss on the closure of its paraxylene
joint venture in Singapore.

      In 1998, the major disposals were exploration and production properties in
the USA and Papua New Guinea, the refinery in Lima, Ohio, the sale and leaseback
of the Amoco building in Chicago, the retail network in the Czech Republic,  the
Adibis fuel additives business and a speciality chemicals distribution business.


                                      F - 26

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 18 -- Disposals (concluded)

      Total  proceeds  received for disposals  represent  the following  amounts
shown in the cash flow statement:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                        ($ million)
                                                                          
Proceeds from the sale of businesses.................             8,333    1,292      780
Proceeds from the sale of fixed assets...............             3,029    1,149    1,387
                                                                 ------   ------   ------
                                                                 11,362    2,441    2,167
                                                                 ======   ======   ======



      The disposals comprise the following:


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                        ($ million)
                                                                          
Intangible assets....................................               458      199      151
Tangible assets......................................             3,224    2,340      945
Fixed asset-- investments............................               673      206      157
Net assets of operations held for sale...............             5,290       --       --
Current assets less current liabilities..............               919      175       88
Other ...............................................               631      (94)    (125)
                                                                 ------   ------   ------
                                                                 11,195    2,826    1,216
Profit (loss) on sale of businesses..................               132      321      310
Profit (loss) on sale of fixed assets................                64     (700)     653
                                                                 ------   ------   ------
Total consideration..................................            11,391    2,447    2,179
Deferred consideration...............................              (102)     (12)      (9)
Cash.................................................                73        6       (3)
                                                                 ------   ------   ------
Net cash inflow......................................            11,362    2,441    2,167
                                                                 ======   ======   ======



                                      F - 27

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 19 -- Intangible assets


                                        Exploration                          Other
                                        expenditure      Goodwill      intangibles      Total
                                        -----------   -----------      -----------  ---------
                                                            ($ million)
                                                                           
Cost
At January 1, 2000.....................       3,780           151              507      4,438
Exchange adjustments...................         (62)           (9)              (5)       (76)
Acquisitions...........................       2,549        11,669               --     14,218
Additions..............................       1,295            --               53      1,348
Transfers..............................        (813)          246              216       (351)
Deletions..............................        (643)           (2)             (16)      (661)
                                             ------        ------           ------     ------
At December 31, 2000...................       6,106        12,055              755     18,916
                                             ======        ======           ======     ======

Depreciation
At January 1, 2000.....................         728            80              286     1,094
Exchange adjustments...................         (14)           (5)              (3)      (22)
Charge for the year....................         264           754               57     1,075
Transfers..............................         (91)           53              117        79
Deletions..............................        (197)           --               (6)     (203)
                                             ------        ------           ------    ------
At December 31, 2000...................         690           882              451     2,023
                                             ======        ======           ======    ======

Net book amount
At December 31, 2000...................       5,416       11,173               304    16,893
At December 31, 1999...................       3,052           71               221     3,344
                                             ======        ======           ======    ======





                                      F - 28

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 20 -- Tangible assets

      Property, plant and equipment:
 

                                                                                           Other                   of which
                                 Exploration       Gas      Refining                  businesses                     Assets
                                         and       and           and                         and                      under
                                  Production     Power     Marketing     Chemicals     corporate     Total     construction
                                 -----------     -----     ---------     ---------    ----------     -----     ------------
                                                                  ($ million)
                                                                                                
Cost
At January 1, 2000.........           83,306        45        19,031        14,047         1,716   118,145            3,029
Exchange adjustments.......           (2,458)       (2)         (602)         (494)          (48)   (3,604)             (65)
Acquisitions...............           14,753       152         6,608            16           239    21,768              374
Additions..................            4,935       309         1,883         1,286           289     8,702            6,207
Transfers..................              146       (16)        6,854           102           142     7,228           (3,036)
Deletions..................           (7,657)       --        (2,162)          (59)         (354)  (10,232)             (70)
                                      ------    ------        ------        ------        ------   -------           ------
At December 31, 2000.......           93,025       488        31,612        14,898         1,984   142,007            6,439
                                      ======    ======        ======        ======        ======   =======           ======

Depreciation
At January 1, 2000.........           48,864        13         9,476         6,267           894    65,514
Exchange adjustments.......           (1,689)       --          (267)         (213)          (26)   (2,195)
Charge for the year........            4,470         3         1,322           513            78     6,386
Transfers..................               91        --         3,928            14           104     4,137
Deletions..................           (5,462)       --        (1,316)          (43)         (187)   (7,008)
                                      ------    ------        ------        ------        ------   -------
At December 31, 2000.......           46,274        16        13,143         6,538           863    66,834
                                      ======    ======        ======        ======        ======   =======

Net book amount
At December 31, 2000.......           46,751       472        18,469         8,360         1,121    75,173            6,439
At December 31, 1999.......           34,442        32         9,555         7,780           822    52,631            3,029
                                      ======    ======        ======        ======        ======   =======           ======


      Assets held under  capital  leases,  capitalized  interest and land at net
book amount included above:


                                      Leased assets              Capitalized interest
                              ----------------------------   ----------------------------
                               Cost  Depreciation      Net    Cost  Depreciation      Net
                              -----  -------------   -----   -----  ------------    -----
                                       ($ million)                   ($ million)

                                                                  
At December 31, 2000.......   1,926         1,076      850   2,705         1,472    1,233
At December 31, 1999.......   1,741           969      772   2,554         1,321    1,233
                             ======        ======   ======  ======        ======   ======




                                                                          Leasehold land
                                                                      --------------------
                                                                      Over 50 years
                                                       Freehold land      unexpired   Other
                                                       -------------  -------------   -----
                                                                      ($ million)

                                                                               
At December 31, 2000..................................         2,012            315     151
At December 31, 1999..................................           942             47      38
                                                              ======         ======  ======





                                      F - 29

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 21 -- Fixed assets -- investments



                          Associated undertakings
                         -------------------------
                                          Share of
                                          retained       Joint                Own            Listed
                         Shares    Loans    profit    ventures    Loans    shares(a)    investments(b)    Other(c)    Total
                         ------    -----  --------    --------    -----    ------       -----------       -----       -----
                                                                    ($ million)
                                                                                         
Cost
At January 1, 2000....    2,866     882        863       5,204       96       456              --            51      10,418
Exchange adjustments..      (41)    (10)       (58)        (96)     (15)      (34)            (34)           (4)       (292)
Additions and net
  movements in
  joint ventures......      643      40        161         587       85        64             994           121       2,695
Acquisitions..........      266     676         --       1,354      317        --             666           806       4,085
Transfers.............      (68)    (23)       176      (4,165)      55        --              --           130      (3,895)
Deletions.............     (470)    (37)        13          --      (62)     (126)            (61)          (10)       (753)
                         ------  ------     ------      ------   ------    ------          ------        ------      ------
At December 31, 2000..    3,196   1,528      1,155       2,884      476       360           1,565         1,094      12,258
                         ======  ======     ======      ======   ======    ======          ======        ======      ======

Amounts provided
At January 1, 2000....      277      --         --          --       31        --              --             1         309
Exchange adjustments..       (1)     (5)        --          --       --        --              --            --          (6)
Provided in the year..        6     181         --          --       28        --              --            37         252
Transfers.............       --      30         --          --       --        --              --            --          30
Deletions.............      (64)     --         --          --      (16)       --              --            --         (80)
                         ------  ------     ------      ------   ------    ------          ------        ------      ------
At December 31, 2000..      218     206         --          --       43        --              --            38         505
                         ======  ======     ======      ======   ======    ======          ======        ======      ======

Net book amount
At December 31, 2000..    2,978   1,322      1,155       2,884      433       360           1,565         1,056      11,753
At December 31, 1999..    2,589     882        863       5,204       65       456              --            50      10,109
                         ======  ======     ======      ======   ======    ======          ======        ======      ======


- ----------

(a)  Own shares are held in Employee Share  Ownership  Plans (ESOPs) to meet the
     future  requirements  of the Employee Share Schemes (see Note 33) and prior
     to award  under the Long Term  Performance  Plan (see Note 34). At December
     31, 2000 the ESOPs held 45,515,000 (53,989,000 at December 31, 1999) shares
     for the Employee  Share  Schemes and  9,507,000  (9,502,000 at December 31,
     1999) shares for the Long Term Performance  Plan. The market value of these
     shares at December 31, 2000 was $443 million  ($640 million at December 31,
     1999).

(b)  The market  value of listed  investments  at  December  31, 2000 was $1,393
     million.

(c)  Other investments are unlisted.

 Note 22 -- Inventories


                                                                             December 31,
                                                                          ---------------
                                                                            2000     1999
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Petroleum...................................................               6,933    3,517
Chemicals...................................................               1,046      828
Other.......................................................                 504      202
                                                                          ------   ------
                                                                           8,483    4,547
Stores......................................................                 751      577
                                                                          ------   ------
                                                                           9,234    5,124
                                                                          ======   ======
Replacement cost............................................               9,392    5,165
                                                                          ======   ======



                                      F - 30

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 23 -- Receivables


                                                     December 31, 2000   December 31, 1999
                                                     -----------------   -----------------
                                                     Within      After    Within     After
                                                     1 year     1 year    1 year    1 year
                                                     ------     ------    ------    ------
                                                                  ($ million)
                                                                        
Trade receivables..................................  17,813        --      9,417        --
                                                     ======    ======     ======    ======

Other receivables:
  Joint ventures...................................     582        --        725        --
  Associated undertakings..........................      98        46         60        45
  Prepayments and accrued income...................   2,137       486      1,229       459
  Taxation recoverable.............................     412        --        263        83
  Pension prepayment...............................      --     3,609         --     2,541
  Other............................................   2,766       469      1,653       327
                                                     ------    ------     ------    ------
                                                      5,995     4,610      3,930     3,455
                                                     ======    ======     ======    ======


      Provisions for doubtful debts deducted from Trade receivables  amounted to
$357 million ($117 million at December 31, 1999).

- ----------

See Note 43 -- US generally accepted accounting principles.

Note 24 -- Current assets -- investments


                                                                             December 31,
                                                                          ---------------
                                                                            2000     1999
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Publicly traded  -- United Kingdom......................................      59       56
                 -- Foreign.............................................     220       42
                                                                          ------   ------
                                                                             279       98
Not publicly traded.....................................................     382      122
                                                                          ------   ------
                                                                             661      220
                                                                          ======   ======
Stock exchange value of publicly traded investments.....................     280       99
                                                                          ======   ======


Note 25 -- Finance debt


                                                     December 31, 2000   December 31, 1999
                                                     -----------------   -----------------
                                                     Within      After    Within     After
                                                     1 year     1 year    1 year    1 year
                                                     ------     ------    ------    ------
                                                                  ($ million)

                                                                        
Bank loans and overdrafts..........................     895(a)   1,035       264(a)    726
Other loans........................................   5,420(a)  11,916     4,548(a)  7,181
                                                     ------     ------    ------    ------
Total borrowings...................................   6,315     12,951     4,812     7,907
Obligations under capital leases...................     103      1,821        88     1,737
                                                     ------     ------    ------    ------
                                                      6,418     14,772     4,900     9,644
                                                     ======     ======    ======    ======

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

(a)   Amounts due within one year include current maturities of long-term debt.


                                      F - 31

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 25 -- Finance debt (continued)

      Where a borrowing  is swapped  into  another  currency,  the  borrowing is
accounted in the swap currency and not in the original currency of denomination.
Total  borrowings  include $369 million  ($191 million at December 31, 1999) for
the carrying value of currency swaps and forward contracts.

      Included  within Other loans  repayable  within one year are US Industrial
Revenue/Municipal  Bonds of $1,671  million  (December 31, 1999 $1,376  million)
with maturity  periods ranging up to 34 years.  They are classified as repayable
within one year, as required  under UK GAAP, as the  bondholders  typically have
the option to tender  these bonds for  repayment on interest  reset  dates.  Any
bonds that are tendered are usually  remarketed and BP has not  experienced  any
significant repurchases. BP considers these bonds to represent long-term funding
when assessing the maturity profile of its borrowings.

Analysis of borrowings by year of repayment


                                     December 31, 2000             December 31, 1999
                           -------------------------------  ------------------------------
                           Bank loans                       Bank loans
                                  and      Other                   and     Other
                           overdrafts      loans     Total  overdrafts     loans     Total
                            ---------  --------- ---------  ----------  -------- ---------
                                                      ($ million)

                                                                  
Due after  10 years........       258      3,296     3,554       110      1,290     1,400
Due within 6-10 years......        26      3,402     3,428        45      1,816     1,861
           5 years.........        24      1,202     1,226       410        722     1,132
           4 years.........       417        744     1,161        36        377       413
           3 years.........        75      1,187     1,262        87      1,774     1,861
           2 years.........       235      2,085     2,320        38      1,202     1,240
                            ---------  --------- --------- ---------  --------- ---------
                                1,035     11,916    12,951       726      7,181     7,907
           1 year..........       895      5,420     6,315       264      4,548     4,812
                            ---------  --------- --------- ---------  --------- ---------
                                1,930     17,336    19,266       990     11,729    12,719
                            =========  ========= ========= =========  ========= =========


      Amounts  included above  repayable by instalments  part of which falls due
after five years from December 31, are as follows:


                                                                             December 31,
                                                                          ---------------
                                                                            2000     1999
                                                                          ------   ------
                                                                             ($ million)
                                                                              
After five years............................................                  27       46
Within five years...........................................                 216       91
                                                                          ------   ------
                                                                             243      137
                                                                          ======   ======


      Interest  rates on  borrowings  repayable  wholly or partly more than five
years from December 31, 2000 range from 4% to 10% with a weighted average of 7%.
The weighted average interest rate on finance debt is 7%.

      At  December  31,  2000 the  Group  had  substantial  amounts  of  undrawn
borrowing facilities available, including committed facilities of $3,450 million
($3,000  million at December 31, 1999)  expiring in 2001.  These  facilities are
with a number of  international  banks and  borrowings  under  them  would be at
pre-agreed  rates.  Certain of these facilities  support the Group's  commercial
paper programme.


                                      F - 32

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 25 -- Finance debt (continued)

Analysis of borrowings by currency


                                                                                            December 31,
                                         December 31, 2000                                         1999
                         -----------------------------------------------------------------  -----------
                                 Fixed rate debt             Floating rate debt
                          --------------------------------   -------------------
                          Weighted       Weighted             Weighted
                           average   average time              average
                          interest      for which             interest
                              rate  rate is fixed   Amount        rate    Amount     Total        Total
                          --------  -------------   ------    --------    ------     -----        -----
                            (%)        (Years)   ($ million)     (%)   ($ million)($ million) ($ million)
                                                                           
US dollars............           7              9   10,199           6     8,326    18,525       12,444
Sterling..............          --             --       --           6       449       449           49
Other currencies......           8             30       45          10       247       292          226
                                                  --------              --------   -------      -------
Total loans...........                              10,244                 9,022    19,266       12,719
                                                  ========              ========   =======      =======



      The Group aims for a balance  between  floating and fixed  interest  rates
and, in 2000,  the Group's upper limit for the  proportion of floating rate debt
was 65% of  total  net  debt  outstanding.  Aside  from  debt  issued  in the US
municipal bond markets,  interest rates on floating rate debt  denominated in US
dollars are linked principally to LIBOR, while rates on debt in other currencies
are based on local market  equivalents.  The Group  monitors  interest rate risk
using a process of sensitivity  analysis.  Assuming no changes to the borrowings
and hedges  described  above, it is estimated that a change of 1% in the general
level of interest  rates on January 1, 2001 would change 2001 profit  before tax
by approximately $110 million.

Fair values and carrying amounts of borrowings


                                                              December 31,
                                           ----------------------------------------------
                                                             2000                    1999
                                           ----------------------  ----------------------
                                                         Carrying                Carrying
                                           Fair value      amount  Fair value      amount
                                           ----------    --------  ----------    --------
                                                             ($ million)

                                                                        
Short-term borrowings....................       3,706       3,706       2,433       2,433
Long-term borrowings.....................      15,573      15,299       9,979      10,118
                                            ---------   ---------   ---------   ---------
Total borrowings.........................      19,279      19,005      12,412      12,551
                                            =========   =========   =========   =========


     The fair value and carrying  amounts of borrowings  shown above exclude the
effects of currency swaps,  interest rate swaps and forward contracts (which are
included for presentation in the balance sheet).  Long-term  borrowings  include
debt which  matures in the year from  December 31, 2000,  whereas in the balance
sheet  long-term debt of current  maturity is reported under amounts falling due
within   one   year.   Long-term   borrowings   also   include   US   Industrial
Revenue/Municipal  Bonds classified on the balance sheet as repayable within one
year. The carrying  amount of the Group's  short-term  borrowings,  which mainly
comprise  commercial  paper,  bank loans and overdrafts,  approximate their fair
value.  The fair value of the Group's  long-term  borrowings is estimated  using
quoted prices or, where these are not available,  discounted cash flow analyses,
based on the Group's current  incremental  borrowing rates for similar types and
maturities of borrowing.


                                      F - 33

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 25 -- Finance debt (continued)

Obligations under capital leases

      The future minimum lease  payments  together with the present value of the
net minimum lease payments were as follows:


                                                                              December 31,
                                                                                     2000
                                                                            -------------
                                                                               ($ million)
                                                                                   
2001  ...............................................................                 136
2002  ...............................................................                 193
2003  ...............................................................                 181
2004  ...............................................................                 187
2005  ...............................................................                 194
Thereafter...........................................................               3,371
                                                                              -----------
                                                                                    4,262
Less: amount representing lease interest.............................               2,338
                                                                              -----------
Present value of net minimum capital lease payments..................               1,924
                                                                              ===========
of which -- due within one year......................................                 103
         -- due after one year.......................................               1,821
                                                                              -----------


      The following information is presented in compliance with the requirements
of US GAAP.

Bank loans and overdrafts and other loans-- long term



                                                  Weighted average          December 31,
                                                  interest rate at        ---------------
                                                 December 31, 2000          2000     1999
                                                 -----------------        ------   ------
                                                                (%)          ($ million)
                                                                          
US dollars................................                       7        12,599    7,786
Sterling..................................                       7           289       40
Other currencies..........................                       9            63       81
                                                                          ------    -----
                                                                          12,951    7,907
                                                                          ======    =====


Bank loans and overdrafts and other loans-- short term


                                                                             December 31,
                                                                          ---------------
                                                                            2000     1999
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Current maturities of long-term debt........................                 938    1,003
Commercial paper............................................               2,943    2,201
Bank loans and overdrafts...................................                 762      232
Other.......................................................               1,672    1,376
                                                                          ------   ------
                                                                           6,315    4,812
                                                                          ======   ======




                                      F - 34

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 25 -- Finance debt (concluded)


                                                                         Weighted average
                                                                            interest rate
                                                                           at December 31,
                                                                          ----------------
                                                                            2000     1999
                                                                          ------   ------
                                                                                 (%)
                                                                                 
                                                                                 (%)
Commercial paper............................................                   7        6
Bank loans, overdrafts and other borrowings.................                   8        6
US Industrial Revenue/Municipal bonds.......................                   5        5


Note 26 -- Accounts payable and accrued liabilities


                                                     December 31, 2000   December 31, 1999
                                                     -----------------   -----------------
                                                     Within      After    Within     After
                                                     1 year     1 year    1 year    1 year
                                                     ------     ------    ------    ------
                                                                  ($ million)
                                                                        
Trade payables.....................................  14,363        --     8,203        --
                                                     ======    ======    ======    ======
Other accounts payable and accrued liabilities:
  Joint ventures...................................      --        --       278        --
  Associated undertakings..........................     296         4       199         4
  Production taxes.................................     347     1,123       417     1,140
  Taxation on profits..............................   3,192         2     2,558        39
  Social security..................................      59        --        14        --
  Accruals and deferred income.....................   6,557     1,876     3,610       618
  Dividends........................................   1,178        --       971        --
  Other............................................   4,737     2,218     2,125       444
                                                     ------    ------    ------    ------
                                                     16,366     5,223    10,172     2,245
                                                     ======    ======    ======    ======


Note 27 -- Other provisions


                                                              Unfunded           Other
                                                               pension  postretirement
                               Decommissioning  Environmental    plans        benefits  Other     Total
                               ---------------  -------------  -------  --------------  -----     -----
                                                                  ($ million)
                                                                                
At January 1, 2000......                 2,785            917    1,595           2,244    731     8,272
Exchange adjustments....                  (133)           (10)    (108)             --    (37)     (288)
Acquisitions............                   484          1,222      125             579    844     3,254
New provisions..........                   139            228      174              62    238       841
Unwinding of discount...                   110             55       --              --     24       189
Utilized/deleted........                  (384)          (281)    (207)           (159)  (264)   (1,295)
                                        ------         ------   ------          ------ ------    ------
At December 31, 2000....                 3,001          2,131    1,579           2,726  1,536    10,973
                                        ======         ======   ======          ====== ======    ======




                                      F - 35

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 27 -- Other provisions (concluded)

      At December 31, 2000 the  provision for the costs of  decommissioning  the
Group's oil and natural gas  production  facilities  and pipelines at the end of
their economic lives was $3,001 million  ($2,785  million at December 31, 1999).
These costs are expected to be incurred  over the next 30 years.  The  provision
has been estimated using existing  technology,  at current prices and discounted
using a real discount rate of 3.5% (1999 3.5%).

      The  provision  for  environmental  liabilities  at December  31, 2000 was
$2,131 million ($917 million at December 31, 1999).  This  represents  primarily
the estimated  environmental  restoration and remediation costs for closed sites
or facilities that have been sold.  These costs are expected to be incurred over
the next 10 years.  The provision has been estimated using existing  technology,
at current  prices,  and  discounted  using a real  discount  rate of 3.5% (1999
3.5%).

      The Group also holds  provisions  for  potential  future  awards under the
long-term performance plan, expected rental shortfalls on surplus properties and
sundry other liabilities.  To the extent that these liabilities are not expected
to be settled within the next three years, the provisions are discounted using a
real discount rate of 3.5% (1999 3.5%).

Note 28 -- Derivative financial instruments

      An outline of the  Group's  major  financial  risks and the  policies  and
objectives  pursued in relation to these risks is set out in the financial  risk
management section of Item 5 -- Operating and Financial Review and Prospects and
in Item 11 -- Quantitative and Qualitative Disclosures about Market Risk.

      In the  normal  course  of  business  the  Group is a party to  derivative
financial  instruments  (derivatives) 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. The underlying economic currency of the Group's cash
flows is mainly the US dollar.  Accordingly,  most of our  borrowings  are in US
dollars,  are hedged with respect to the US dollar or swapped into dollars where
this  achieves  a lower  cost of  financing.  Significant  non-dollar  cash flow
exposures are hedged.  Gains and losses arising on these hedges are deferred and
recognized in the income  statement or as  adjustments to carrying  amounts,  as
appropriate, only when the hedged item occurs. In addition, we trade derivatives
in conjunction with these risk management activities. The results of trading are
recognized in income in the current period.

      These  derivatives  involve,  to varying degrees,  credit and market risk.
With  regard to credit  risk,  the Group may be  exposed to loss in the event of
non-performance  by a  counterparty.  The Group controls credit risk by entering
into  derivative  contracts  only with highly  credit-rated  counterparties  and
through credit approvals,  limits and monitoring procedures and does not usually
require  collateral or other security.  The Group has not  experienced  material
non-performance by any counterparty.

      Market risk is the possibility  that a change in interest rates,  currency
exchange rates or oil and natural gas prices will cause the value of a financial
instrument to decrease or its obligations to become more costly to settle.  When
derivatives  are used for the purpose of risk  management they do not expose the
Group to market  risk  because  the  exposure  to  market  risk  created  by the
derivative is offset by the opposite exposure arising from the asset, liability,
cash flow or transaction  being hedged.  When  derivatives  are held for trading
purposes,  the exposure of the Group to market risk is  represented by potential
changes in their fair (market) values. The measurement of market risk in trading
activities is discussed further below.




                                      F - 36



                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

      With the exception of the table of currency  exposures shown on page F-39,
short-term   debtors  and  creditors  which  arise  directly  from  the  Group's
operations  have been excluded from the  disclosures  contained in this note, as
permitted  by  FRS  No.  13  'Derivatives   and  Other  Financial   Instruments:
Disclosures'.

Interest rate risk

      The interest rate and currency profile of the financial liabilities of the
Group at December  31,  2000,  after  taking into account the effect of interest
rate swaps, currency swaps and forward contracts, are set out below.



                                                   December 31, 1999
                        -------------------------------------------------------------------------------------
                                     Fixed rate                  Floating rate      Interest free
                        ------------------------------------  ----------------- ---------------------
                             Weighted       Weighted          Weighted              Weighted
                              average   average time           average          average time
                             interest      for which          interest                 until
                                 rate  rate is fixed  Amount      rate   Amount     maturity   Amount   Total
                        -------------  -------------  ------  --------   ------ ------------   ------  ------
                                   (%)        (Years)    ($m)       (%)     ($m)      (Years)     ($m)    ($m)
                                                                              
At December 31, 2000
US dollars..........                7              9  10,506         6   10,674            4    2,155   23,335
Sterling............               --             --      --         6      449            6      147      596
Other currencies....                8             30      45        10      247            2      532      824
                                                     -------            -------               -------  -------
                                                      10,551             11,370                 2,834   24,755
                                                     =======            =======               =======  =======
At December 31, 1999
US dollars..........                7              9   6,704         5    7,587            7      912   15,203
Sterling............               --             --      --         6       49            4      217      266
Other currencies....                8             31      46         6      180            5      319      545
                                                     -------            -------               -------  -------
                                                       6,750              7,816                 1,448   16,014
                                                     =======            =======               =======  =======




                                                                             December 31,
                                                                          ---------------
                                                                            2000     1999
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Analysis of the above liabilities by balance sheet caption:
Creditors-- amounts falling due within one year
- --Finance debt....................................................         6,418    4,900
Creditors-- amounts falling due after more than one year
- --Finance debt....................................................        14,772    9,644
- --Other creditors.................................................         2,501    1,062
Provisions for liabilities and charges
- --Other provisions................................................         1,064      408
                                                                         -------  -------
                                                                          24,755   16,014
                                                                         =======  =======





                                      F - 37

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

      The financial liabilities upon which interest is paid comprise principally
borrowings and net obligations under finance leases.

      In  managing  its  finance  debt,  the Group  aims for a  balance  between
floating and fixed  interest rates and, in 2000, the Group's upper limit for the
proportion of floating rate debt was 65% of total net debt outstanding. Interest
rate swaps are used by the Group to modify the interest  characteristics  of its
long-term  borrowings  from a fixed to a floating rate basis or vice versa.  The
following  table  indicates the types of swaps used and their  weighted  average
interest rates.


                                                                             December 31,
                                                                          ---------------
                                                                            2000     1999
                                                                          ------   ------
                                                                 ($ million except percentages)
                                                                              
Receive fixed rate swaps-- notional amount                                 2,310    2,300
Average receive fixed rate .........                                        6.4%     6.3%
Average pay floating rate...........                                        6.7%     5.9%
Pay fixed rate swaps-- notional amount                                     3,125    3,221
Average pay fixed rate..............                                        6.7%     7.1%
Average receive floating rate.......                                        6.7%     6.0%


      The  financial  liabilities  which  are  interest-free   comprise  various
accruals,  sundry  creditors  and  provisions  relating  to the  Group's  normal
commercial operations with payment dates spread over a number of years.

      The following  table shows the interest  rate and currency  profile of the
Group's material financial assets.



                                     Fixed rate                  Floating rate      Interest free
                        ------------------------------------  ----------------- ---------------------
                             Weighted       Weighted          Weighted              Weighted
                              average   average time           average          average time
                             interest      for which          interest                 until
                                 rate  rate is fixed  Amount      rate   Amount     maturity   Amount   Total
                        -------------  -------------  ------  --------   ------ ------------   ------  ------
                                   (%)        (Years)    ($m)       (%)     ($m)      (Years)     ($m)    ($m)
                                                                                 
At December 31, 2000
US dollars..........                4              1     226        5     1,127            2    1,502    2,855
Sterling............                8              2      81        5        74            2      803      958
Other currencies....                6              1     115        6       593            3      942    1,650
                                                     -------            -------               -------  -------
                                                         422              1,794                 3,247    5,463
                                                     =======            =======               =======  =======
At December 31, 1999
US dollars..........                5              1      12        5       748            3      237      997
Sterling............                9              2      55       --        --            1      357      412
Other currencies....                6              1      44        3       168            2      371      583
                                                     -------            -------               -------  -------
                                                         111                916                   965    1,992
                                                     =======            =======               =======  =======




                                                                             December 31,
                                                                          ---------------
                                                                            2000     1999
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Analysis of the above assets by balance sheet caption:
Fixed assets--  investments.......................................         3,054      115
Current assets
- --Debtors-- amount falling due after more than one year...........           578      326
- --Investments.....................................................           661      220
- --Cash at bank and in hand........................................         1,170    1,331
                                                                         -------  -------
                                                                           5,463    1,992
                                                                         =======  =======


      The floating  rate  financial  assets earn  interest at various  rates set
principally with respect to LIBOR or the local market equivalent.

      Fixed  asset  investments  included  in the  table  above are held for the
long-term and have no maturity period. They are excluded from the calculation of
weighted average time until maturity.


                                      F - 38

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

Maturity profile of financial liabilities

      The profile of the maturity of the financial  liabilities  included in the
Group's balance sheet is shown in the table below.



                                                                             December 31,
                                                                          ---------------
                                                                            2000     1999
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Due within: 1 year...................................                      6,418    4,900
            1 to 2 years.............................                      3,834    1,505
            2 to 5 years.............................                      4,456    3,845
            Thereafter...............................                     10,047    5,764
                                                                          ------   ------
                                                                          24,755   16,014
                                                                          ======   ======


Foreign exchange rate risk

      The table below shows the Group's  principal  currency  exposures  arising
from normal trading activities.  These exposures give rise to net currency gains
and losses  recognized in the profit and loss account.  Such exposures  comprise
the  monetary  assets  and  monetary  liabilities  of the  Group  that  are  not
denominated  in the functional  currency of the operating  unit involved,  other
than certain non-US dollar  borrowings  treated as hedges of net  investments in
overseas  operations.  As at December 31, these  exposures  were as shown
below.

Functional currency of Group operation


                                        Net foreign currency monetary assets (liabilities)
                                        -------------------------------------------------
                                        US dollar  Sterling      Euro     Other     Total
                                        ---------  --------  --------  --------  --------
                                                           ($ million)
                                                                      
At December 31, 2000
US dollar..............................        --      (555)      313      (534)     (776)
Sterling...............................       487        --       498       269     1,254
Other..................................       584       189        (9)     (231)      533
                                         --------  --------  --------  --------  --------
Total                                       1,071      (366)      802      (496)    1,011
                                         ========  ========  ========  ========  ========
At December 31, 1999
US dollar..............................        --       747       460      (385)      822
Sterling...............................       141        --       264       (19)      386
Other..................................       205      (114)        1        26       118
                                         --------  --------  --------  --------  --------
Total                                         346       633       725      (378)    1,326
                                         ========  ========  ========  ========  ========


      In accordance with its policy for managing its foreign exchange rate risk,
the Group  enters into  various  types of foreign  exchange  contracts,  such as
currency swaps,  forwards and options.  The fair values and carrying  amounts of
these derivatives are shown in the fair value disclosures below.




                                      F - 39

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

Fair values of financial assets and liabilities

      The estimated fair value of the Group's financial  instruments is shown in
the table below. The table also shows the `net carrying amount' of the financial
asset or liability. This amount represents the net book value, i.e. market value
when acquired or later marked to market. The carrying amounts and fair values of
finance debt shown below  exclude the effects of interest  rate swaps,  currency
swaps and forward  contracts (which are included for presentation in the balance
sheet).  Current  maturities  of  long-term  finance  debt  are  included  under
long-term borrowings.



                                                                            December 31,
                                           -------------------------------------------------------------------------------
                                                           2000                                      1999
                                           -------------------------------------     -------------------------------------
                                                                    Net carrying                              Net carrying
                                             Net fair value               amount       Net fair value               amount
                                           asset (liability)    asset (liability)    asset (liability)    asset (liability)
                                           ----------------     ----------------     ----------------     ----------------
                                                                              ($ million)
                                                                                                         
Primary financial instruments
Fixed assets--investments.....................        2,882                3,054                  115                 115
Current assets
- --Debtors--amounts falling due
    after more than one year..................          578                  578                  326                 326
- --Investments..................................         662                  661                  221                 220
- --Cash at bank and in hand.....................       1,170                1,170                1,331               1,331
Finance debt
- --Short-term borrowings........................      (3,706)              (3,706)              (2,433)             (2,433)
- --Long-term borrowings.........................     (15,573)             (15,299)              (9,979)            (10,118)
- --Net obligations under finance leases..........     (1,831)              (1,816)              (1,824)             (1,802)
Creditors--amounts falling due after more than one year
- --Other creditors...............................     (2,501)              (2,501)              (1,062)             (1,062)
Provisions for liabilities and
  charges--Other provisions.....................     (1,064)              (1,064)                (408)               (408)
Derivative financial or commodity instruments
Risk management  --  interest rate contracts.....       (49)                  --                   37                  --
                 --  foreign exchange contracts.       (338)                (369)                (209)               (191)
                 --  oil price contracts........          4                    4                   --                  --
                 --  natural gas price contracts         31                   12                    2                  --
Trading          --  interest rate contracts....         --                   --                   --                  --
                 --  foreign exchange contracts.         --                   --                   --                  --
                 --  oil price contracts........         36                   36                  (61)                (61)
                 --  natural gas price contracts         24                   24                   --                  --



                                      F - 40

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

      Interest rate contracts  include  futures  contracts,  swap agreements and
options. Foreign exchange contracts include forward and futures contracts,  swap
agreements  and  options.  Oil and natural gas price  contracts  are those which
require  settlement in cash and include futures  contracts,  swap agreements and
options and cash-settled  commodity instruments  (derivative commodity contracts
that permit  settlement  either by delivery of the  underlying  commodity  or in
cash) such as forward contracts.

      The following methods and assumptions were used by the Group in estimating
its fair value disclosures for its financial instruments:

      Fixed assets - Investments:  The carrying  amount  reported in the balance
sheet for unlisted fixed asset  investments  approximates  their fair value. The
fair value of listed fixed asset investments has been determined by reference to
market prices.

      Current  assets - Debtors - amounts  falling due after more than one year:
The fair  value of other  debtors  due  after  one year is  estimated  not to be
materially different from its carrying value.

      Current  assets - Investments  and Cash at bank and in hand:  The carrying
amount reported in the balance sheet for unlisted current asset  investments and
cash at bank and in hand approximates their fair value. The fair value of listed
current asset investments has been determined by reference to market prices.

      Finance debt: The carrying  amount of the Group's  short-term  borrowings,
which mainly comprise commercial paper, bank loans and overdrafts,  approximates
their fair value. The fair value of the Group's long-term borrowings and finance
lease  obligations  is  estimated  using  quoted  prices or, where these are not
available,   discounted  cash  flow  analyses,  based  on  the  Group's  current
incremental borrowing rates for similar types and maturities of borrowing.

      Creditors  -  amounts  falling  due  after  more  than  one  year -  Other
creditors:  These  liabilities are predominantly  interest-free.  In view of the
short  maturities,  the reported carrying amount is estimated to approximate the
fair value.

      Provisions  for  liabilities  and  charges - Other  provisions:  Where the
liability will not be settled for a number of years the amount recognized is the
present  value of the  estimated  future  expenditure.  The  carrying  amount of
provisions for onerous contracts thus approximates the fair value.

      Derivative  financial  or  commodity  instruments:  The fair values of the
Group's  interest rate contracts  (swaps) are based on pricing models which take
into account  relevant market data. Fair values for the Group's foreign exchange
contracts (forward  contracts,  swap agreements and options) are based on market
prices of comparable instruments. The fair values of the Group's oil and natural
gas price contracts  (futures  contracts,  swap agreements,  options and forward
contracts) are based on market prices.

Risk management

      Gains and losses on  derivatives  used for risk  management  purposes  are
deferred and recognized in earnings or as adjustments  to carrying  amounts,  as
appropriate,  when the underlying debt matures or the hedged transaction occurs.
When an anticipated  transaction is no longer likely to occur or finance debt is
terminated  before  maturity,  any deferred  gain or loss that has arisen on the
related derivative is recognized in the income statement, together with any gain
or loss on the terminated item. Where such derivatives used for hedging purposes
are  terminated  before the  underlying  debt matures or the hedged  transaction
occurs,  the  resulting  gain or loss is recognized on a basis which matches the
timing and accounting  treatment of the underlying hedged item. The unrecognized
and  carried-forward  gains and losses on derivatives used for hedging,  and the
movements therein, are shown in the following table.



                                      F - 41

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)



                                                      Unrecognized              Carried forward in the balance sheet
                                                 -----------------------        ------------------------------------
                                                 Gains   Losses    Total              Gains   Losses   Total
                                                 -----   ------    -----              -----   ------   -----
                                                                        ($ million)
                                                                                      
Gains and losses at January 1, 2000............    236     (215)      21                 65    (283)    (218)
  of which accounted for in income in 2000.....     54      (60)      (6)                32     (45)     (13)
Gains and losses at December 31, 2000..........    303     (302)       1                 56    (443)    (387)
  of which expected to be recognized in income:
  In 2001......................................    216     (140)      76                 20    (194)    (174)
  In 2002 or later.............................     87     (162)     (75)                36    (249)    (213)

Gains and losses at January 1, 1999............    253     (402)    (149)               143    (194)     (51)
  of which accounted for in income in 1999.....    115      (95)      20                 58     (66)      (8)


Trading activities

      The Group maintains active trading  positions in a variety of derivatives.
This activity is  undertaken in  conjunction  with risk  management  activities.
Derivatives  held for trading purposes are marked to market and any gain or loss
recognized in the income statement. For traded derivatives,  many positions have
been  neutralized,  with trading  initiatives being concluded by taking opposite
positions to fix a gain or loss, thereby achieving a zero net market risk.

      The  following  table shows the fair value at the year end and the average
net fair value of derivatives and other financial  instruments  held for trading
purposes during the year.



                                                             Years ended December 31,
                                   -----------------------------------------------------------------------------
                                                        2000                              1999
                                   -------------------------------------   -------------------------------------
                                   Year end                      Average                                 Average
                                       fair      Year end       net fair   Year end      Year end       net fair
                                      value    fair value    value asset      value    fair value    value asset
                                      asset     liability     (liability)     asset     liability     (liability)
                                   --------    ----------    -----------    -------    ----------    -----------
                                                                    ($ million)

                                                                                          
Interest rate contracts........         --             --             --         --            --             --
Foreign exchange contracts.....         10            (10)            (3)         4            (4)            --
Oil price contracts............        159           (123)             4        155          (216)            54
Natural gas price contracts....      1,288         (1,264)            15         --            --             --
                                  --------       --------       --------   --------      --------       --------
                                     1,457         (1,397)            16        159          (220)            54
                                  ========       ========       ========   ========      ========       ========


      The Group measures its market risk exposure,  i.e.  potential gain or loss
in fair values,  on its trading  activity using a value at risk technique.  This
technique  is based  on a  variance/covariance  model  and  makes a  statistical
assessment  of the market risk arising from  possible  future  changes in market
values over a 24-hour period.  The calculation of the range of potential changes
in fair value takes into account a snapshot of the end-of-day exposures, and the
history of one-day price  movements  over the previous 12 months,  together with
the correlation of these price movements.  The potential movement in fair values
is  expressed  to  three  standard  deviations  which is  equivalent  to a 99.7%
confidence  level.  This means that, in broad terms,  one would expect to see an
increase or a decrease in fair values greater than the value at risk on only one
occasion per year if the portfolio were left unchanged.

      The Group  calculates  value at risk on all instruments  that are held for
trading  purposes and that  therefore give an exposure to market risk. The value
at risk model takes account of derivative financial instruments such as interest
rate forward and futures  contracts,  swap  agreements,  options and  swaptions,
foreign exchange forward and futures contracts,  swap agreements and options and
oil price futures, swap agreements and options. Financial assets and liabilities
and  physical  crude  oil and  refined  products  that are  treated  as  trading
positions are also included in these calculations. The value at risk calculation
for oil price exposure also includes derivative commodity instruments (commodity
contracts that permit settlement either by delivery of the underlying  commodity
or in cash) such as forward contracts.


                                      F - 42

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

      The following table shows values at risk for trading activities.



                                                                       Years ended December 31,
                                         ----------------------------------------------------------------------------------
                                                           2000                                         1999
                                         -------------------------------------        -------------------------------------
                                         High     Low     Average     Year end        High     Low     Average     Year end
                                        -----   -----     -------     --------       -----   -----     -------     --------
                                                                             ($ million)
                                                                                                 
Interest rate trading................       2      --           1           --           1      --           1           --
Foreign exchange trading.............      15      --           1            1          13      --           3            1
Oil price trading....................      23       4          13           13          15       5           9           10
Natural gas price trading............      16       1           6           13          --      --          --           --


      The   presentation  of  trading  results  shown  below  includes   certain
activities  of the  Group's  oil  trading  division  which  involve  the  use of
derivative financial  instruments in conjunction with physical and paper trading
of oil. It is considered that a more comprehensive representation of the Group's
oil trading  activities is given by the classification of the gains or losses on
such derivatives  along with those arising from the physical and paper trades to
which they relate.

      The following table shows the trading income arising from  derivatives and
other financial instruments.  For oil price contract trading, this also includes
income or losses  arising on trading of  derivative  commodity  instruments  and
physical oil trades, representing the net result of the oil-trading portfolio.



                                                                     Year ended December 31,
                                                                    ------------------------
                                                                        2000            1999
                                                                    --------        --------
                                                                    Net gain        Net gain
                                                                       (loss)          (loss)
                                                                    --------        --------
                                                                            ($ million)

                                                                                
Oil price derivative financial and commodity instruments.............      77            133
Physical oil trades..................................................     434            151
                                                                       ------         ------
Total oil trading....................................................     511            284
Interest rate trading................................................       1             --
Foreign exchange trading.............................................      52             23
Natural gas price trading............................................      17             --
                                                                       ------         ------
                                                                          581            307
                                                                       ======         ======


      The following information is presented in compliance with the requirements
of US GAAP.

Further information on accounting policies

      The following  information is presented in amplification of the accounting
policies presented in Note 1 -- Accounting policies.

Reporting in the income statement

      Gains and  losses on oil price  contracts  held for  trading  and for risk
management purposes are reported in cost of sales in the income statement in the
period in which the change in value occurs. Gains and losses on interest rate or
foreign  currency  derivatives used for trading are reported in other income and
cost of sales, respectively.  Gains and losses in respect of derivatives used to
manage  interest  rate  exposures  are  recognized  as  adjustments  to interest
expense.

      Where  derivatives  are used to convert  non-US dollar  borrowing  into US
dollars,  the gains and losses are  deferred and  recognized  on maturity of the
underlying  debt,  together with the matching loss or gain on the debt.  The two
amounts offset each other in the income statement.


                                      F - 43



                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

      Gains and losses on derivatives identified as hedges of significant non-US
dollar firm commitments or anticipated transactions are not recognized until the
hedged  transaction  occurs.  The  treatment  of the gain or loss arising on the
designated derivative reflects the nature and accounting treatment of the hedged
item.  The gain or loss is recorded in cost of sales in the income  statement or
as an adjustment to carrying values in the balance sheet, as appropriate.

      Gains and losses arising from natural gas price derivatives are recognized
in earnings when the hedged transaction occurs. The gains or losses are reported
as components of the related transactions.

Reporting in the balance sheet

      The carrying amounts of foreign exchange contracts that hedge finance debt
are included within finance debt in the balance sheet.  The carrying  amounts of
other derivatives,  including option premiums paid or received,  are included in
the  balance  sheet under  receivables  or payables  within  current  assets and
current liabilities respectively, as appropriate.

Cash flow effects

      Interest rate swaps give rise, at specified intervals,  to cash settlement
of interest  differentials.  Under currency swaps the  counterparties  initially
exchange a  principal  amount in two  currencies,  agreeing to  re-exchange  the
currencies  at a future date at the same  exchange  rate.  The Group's  currency
swaps have terms of up to nine years.

      Interest  rate  futures  require  an  initial  margin  payment  and  daily
settlement of margin calls.  Interest  rate forwards  require  settlement of the
interest rate differential on a specified future date. Currency forwards require
purchase or sale of an agreed amount of foreign currency at a specified exchange
rate at a specified  future date,  generally  over periods of up to one year for
the Group.  Currency options involve the initial payment or receipt of a premium
and will give rise to  delivery  of an agreed  amount of currency at a specified
future date if the option is exercised.

      For oil and natural gas price  futures  and  options  traded on  regulated
exchanges,  BP meets initial margin  requirements  by bank  guarantees and daily
margin calls in cash. For swaps and  over-the-counter  options,  BP settles with
the counterparty on conclusion of the pricing period.

      In the statement of cash flows the effect of interest rate  derivatives is
reflected in interest paid. The effect of foreign currency  derivatives used for
hedging non-US dollar debt is included under financing. The cash flow effects of
foreign  currency  derivatives  used to hedge non-US dollar firm commitments and
anticipated  transactions  are  included  in  net  cash  inflow  from  operating
activities  for  items  relating  to  earnings  or  in  capital  expenditure  or
acquisitions,  as  appropriate,  for  items of a capital  nature.  The cash flow
effects of all oil and natural gas price derivatives and all traded  derivatives
are included in net cash inflow from operating activities.

Fair value of financial instruments

      The following information is presented in compliance with the requirements
of FASB  Statement of Financial  Accounting  Standards  No. 107 --  'Disclosures
about Fair Value of Financial Instruments'.



                                      F - 44



                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

      The carrying amounts and fair values of finance debt are as follows:


                                                             December 31,
                                            ---------------------------------------------
                                                      2000                   1999
                                            ---------------------   ---------------------
                                             Carrying        Fair    Carrying        Fair
                                               amount       value      amount       value
                                            ---------   ---------   ---------   ---------
                                                              ($ million)
                                                                      
Finance debt
  Long-term...............................     15,299      15,573      10,118       9,979
  Short-term..............................      3,706       3,706       2,433       2,433
Cash at bank and in hand..................      1,170       1,170       1,331       1,331


      The following information is presented in compliance with the requirements
of FASB Statement of Financial Accounting Standards No. 119 -- 'Disclosure about
Derivative Financial Instruments and Fair Value of Financial Instruments'.

      The carrying amounts of foreign exchange contracts that hedge finance debt
are included within finance debt in the balance sheet.  The carrying  amounts of
other  derivatives  are  included in the  balance  sheet  under  receivables  or
payables as appropriate.

      In addition to the above financial instruments, the Group has issued third
party  guarantees  and  indemnities  amounting to $454 million  ($458 million at
December  31,  1999).  The credit risk and  maximum  cash  requirement  of these
guarantees and indemnities is the full contractual  amount,  however no material
loss is expected to arise.

      The following information is presented in compliance with the requirements
of FASB Statement of Accounting  Standards  No.105 -- `Disclosure of Information
about  Financial   Instruments   with   Off-Balance-Sheet   Risk  and  Financial
Instruments with Concentrations of Credit Risk'.

      The table  shows the 'fair  value' of the asset or  liability  created  by
derivatives.  This represents the market value at the balance sheet date. Credit
exposure at December 31 is represented by the column 'fair value asset'.

      The table also shows the 'net  carrying  amount' of the asset or liability
created by derivatives. This amount represents the net book value.


                                      F - 45

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)



                                                  Gross                            Net carrying
                                               contract   Fair value  Fair value   amount asset
                                                 amount        asset  (liability)    (liability)
                                              ---------   ----------  ----------   ------------
                                                               ($ million)
                                                                              
At December 31, 2000
Risk management
  Interest rate contracts........                 5,435           54        (103)            --
  Foreign exchange contracts.....                 8,132          114        (452)          (369)
  Oil price contracts............                   434           19         (15)             4
  Natural gas price contracts....                 2,614          147        (116)            12
Trading
  Interest rate contracts........                    --           --          --             --
  Foreign exchange contracts.....                 2,434           10         (10)            --
  Oil price contracts............                 6,316          159        (123)            36
  Natural gas price contracts....                36,206        1,288      (1,264)            24
At December 31, 1999
Risk management
  Interest rate contracts........                 5,521          138        (101)            --
  Foreign exchange contracts.....                 5,026           39        (248)          (191)
  Oil price contracts............                   504           13         (13)            --
  Natural gas price contracts....                 4,395           56         (54)            --
Trading
  Interest rate contracts........                   200           --          --             --
  Foreign exchange contracts.....                 1,674            4          (4)            --
  Oil price contracts............                 3,144          148        (207)           (59)


      Interest rate contracts  include  futures  contracts,  swap agreements and
options. Foreign exchange contracts include forward and futures contracts,  swap
agreements  and  options.  Oil and natural gas price  contracts  are those which
require  settlement in cash and include futures  contracts,  swap agreements and
options.

Interest rate risk management

      The Group  enters  into  interest  rate  contracts  to manage  its cost of
borrowing as indicated in the following table:



                                    December 31, 2000              December 31, 1999
                             -----------------------------  -----------------------------
                                Gross       Fair      Fair     Gross       Fair     Fair
                             contract      value     value  contract      value     value
                               amount      asset liability    amount      asset liability
                             --------    -------   -------   -------    -------   -------
                                                      ($ million)
                                                                   
Swaps .......................   5,435         54      (103)    5,521        138      (101)
                              =======    =======   =======   =======    =======   =======


      Interest rate swaps allow BP to modify the interest characteristics of its
long-term  borrowings from a fixed to a floating rate basis or vice versa. Under
interest  rate  swaps,  the Group  agrees  with other  parties to  exchange,  at
specified intervals,  the interest  differentials  calculated by reference to an
agreed  notional  principal  amount.  There  is no  exchange  of the  underlying
principal amount.


                                      F - 46

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

      The following  table  indicates the types of swaps used and their weighted
average interest rates.  Average variable rates are based on the actual rates in
place at December  31;  these may change  significantly,  affecting  future cash
flows. Swap contracts mainly have maturities between one and ten years.



                                                                      December 31,
                                                            -----------------------------
                                                                 2000                1999
                                                            ---------           ---------
                                                          ($ million, except percentages)

                                                                              
Receive-- fixed swaps-- notional amount............             2,310               2,300
Average receive fixed rate.........................              6.4%                6.3%
Average pay floating rate..........................              6.7%                5.9%
Pay-- fixed swaps-- notional amount................             3,125               3,221
Average pay fixed rate.............................              6.7%                7.1%
Average receive floating rate......................              6.7%                6.0%


     Interest rate futures  contracts may be used by the Group, on occasion,  in
preference  to interest  rate swaps to achieve a more cost  effective  method of
managing  the mix between  fixed and floating  rate debt.  These  contracts  are
commitments to either  purchase or sell  designated  financial  instruments at a
future  date  for a  specified  price,  and may be  settled  in cash or  through
delivery.  The Group may hold highly liquid contracts,  such as US Treasury bond
futures,  with terms ranging up to a year. Initial margin requirements and daily
calls are met either by the deposit of securities or in cash.  Futures contracts
have little credit risk as regulated exchanges are the counterparties.

      Interest rate forward contracts, which include forward rate agreements and
options  on  forward  rate  agreements,  may also be used by the Group to manage
interest  rate risk on debt.  These  contracts  are  agreements  which allow the
interest  rate cost on a  principal  amount to be fixed for a  specified  period
commencing on a future date.

      Swaptions  may also be employed to manage  interest  rate risk on debt.  A
swaption is an agreement that conveys the right, but not the obligation, to swap
a series of fixed rate interest payments for floating rate interest payments, or
vice versa,  at a given future point in time.  Typically the  swaptions  entered
into by the Group are cash settled at expiry.

Foreign exchange risk management

      The Group  enters into  various  types of foreign  exchange  contracts  in
managing its foreign exchange risk as indicated in the following table:



                                   December 31, 2000              December 31, 1999
                           ------------------------------- ------------------------------
                                Gross       Fair      Fair     Gross       Fair     Fair
                             contract      value     value  contract      value     value
                               amount      asset liability    amount      asset liability
                            ---------  --------- --------- ---------  --------- ---------
                                                      ($ million)

                                                                   
Currency swaps...............   2,441         15      (303)    2,109         30      (200)
Forwards.....................   5,691         99      (149)    2,237          6       (44)
Options......................      --         --        --       680          3        (4)
                            ---------  --------- --------- ---------  --------- ---------
                                8,132        114      (452)    5,026         39      (248)
                            =========  ========= ========= =========  ========= =========



                                      F - 47



                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

      The Group's foreign  exchange  management  policy is to minimize  economic
exposures  from currency  movements  against the US dollar.  This is achieved by
raising finance in US dollars, hedging with respect to the US dollar or swapping
into US dollars  where this  achieves a lower  cost of  financing,  and  hedging
significant non-dollar cash flows. Examples of significant non-dollar cash flows
are  sterling-based  capital lease  payments,  sterling tax  payments,  sterling
dividend  payments  and capital  expenditure  and  operational  requirements  of
Exploration in the UK.

      Under currency  swaps the  counterparties  initially  exchange a principal
amount in two  currencies,  agreeing to  re-exchange  the currencies at a future
date and at the same  exchange  rate.  In  addition,  interest  payments  in the
respective  currencies are exchanged at specified intervals over the term of the
agreement.  The Group's currency swaps have terms up to nine years. The majority
of the Group's  currency  swaps  relate to major  currencies  such as  Sterling,
Euros, Swiss Francs, Canadian Dollars and Japanese Yen.

      Currency  forward  contracts are commitments to purchase or sell an agreed
amount of foreign  currency at a specified  exchange rate at a specified  future
date. There were no option contracts outstanding at December 31,2000.

      Currency options, which are normally directly negotiated, allow but do not
require,  the  holder  to buy from or sell to the  writer  an  agreed  amount of
currency at a specified  exchange rate within a stated  period,  and involve the
initial  payment or receipt of a premium.  The Group's option  contracts have an
average term of less than one year. There were no option  contracts  outstanding
at December 31, 2000.

      Included in currency  options are currency  cylinder option  contracts.  A
cylinder  is  the  purchase  of an  option  to  buy  foreign  currency  and  the
simultaneous selling of an option to sell the same amount of foreign currency to
BP at a different  exchange  rate.  The effect is to limit the risk of both gain
and loss.  This is achieved at little or no cost as the  symmetry of the options
means that the premium  paid for one option is balanced by the premium  received
from the sale of the other.

Oil and natural gas price risk management

      The Group enters into various types of oil and natural gas price contracts
to manage its exposure to some movements in  hydrocarbon  prices as indicated in
the following table. Contracts which are capable of being settled by delivery of
oil, oil products or natural gas are excluded.



                                   December 31, 2000              December 31, 1999
                           ------------------------------- ------------------------------
                                Gross       Fair      Fair     Gross       Fair     Fair
                             contract      value     value  contract      value     value
                               amount      asset liability    amount      asset liability
                            ---------  --------- --------- ---------  --------- ---------
                                                      ($ million)
                                                                     
Oil
  Swaps.................          239         13       (13)      361          8       (13)
  Options...............            6          1        (1)       --         --        --
  Futures...............          189          5        (1)      143          5        --
                            ---------  --------- --------- ---------  --------- ---------
                                  434         19       (15)      504         13       (13)
                            =========  ========= ========= =========  ========= =========
Natural gas
  Swaps.................        2,511        133      (114)    4,346         55       (52)
  Options...............            7         10        (2)        7         --        --
  Futures...............           96          4        --        42          1        (2)
                            ---------  --------- --------- ---------  --------- ---------
                                2,614        147      (116)    4,395         56       (54)
                            =========  ========= ========= =========  ========= =========



                                      F - 48

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

      The Group uses swaps,  options and futures to hedge future  purchases  and
sales  of  crude  oil and  refined  oil  products.  The  term  of the oil  price
derivatives  is  usually  less than one year.  Natural  gas swaps,  options  and
futures are used to convert  specific  sales and purchase  contracts  from fixed
prices  to  market  prices.  Swaps  are also  used to hedge  exposure  for price
differentials between locations.  The term of most natural gas price derivatives
is less than one year, with some having terms of two years.

      Under swaps, BP agrees with other parties to pay or receive the difference
between a fixed and variable price at a range of specified  dates  determined by
reference to an agreed notional volume.

      The option  and  futures  contracts  are  traded on  regulated  exchanges.
Exchange-traded options allow, but do not require, the holder to either buy from
or sell to the writer an agreed amount of futures contracts at a specified price
at a specified future date.  Futures are fixed price  commitments to purchase or
sell a  contract,  whose  value is derived  from the price of oil at a specified
future date.  Initial margin  requirements  and daily cash  settlements for both
these types of contracts are met either by bank guarantees or in cash.  There is
little  credit  risk  under  these  contracts  as  regulated  exchanges  are the
counterparties.

      Trading activities

      The Group maintains active trading  positions in a variety of derivatives.
This activity is undertaken in  conjunction  with risk  management.  Derivatives
held for trading  purposes are marked to market and any gain or loss  recognized
in the  income  statement.  For traded  derivatives,  many  positions  have been
neutralized,  with  trading  initiatives  being  concluded  by  taking  opposite
positions to fix a gain or loss, thereby achieving a zero net market risk.

      The following  table  discloses  the contract or notional  amount and fair
value of the derivatives held for trading purposes at December 31, 2000 and 1999
and the average fair value for the year.



                               Year ended December 31, 2000     Year ended December 31, 1999
                             -------------------------------  ---------------------------------
                                              Net    Average                   Net     Average
                                Gross  fair value fair value     Gross  fair value  fair value
                             contract       asset      asset  contract       asset       asset
                               amount (liability) (liability)   amount  (liability) (liability)
                            ---------  ---------   ---------  --------  ----------- -----------
                                                       ($ million)
                                                                         
Interest rate contracts
  Futures.....................     --         --          --       200          --          --
  Options.....................     --         --          --        --          --          --
  Swaptions...................     --         --          --        --          --          --
                            ---------  ---------   --------- ---------   ---------   ---------
                                   --         --          --       200          --          --
                            =========  =========   ========= =========   =========   =========
Foreign exchange contracts
  Forwards....................  2,388         (1)         (3)    1,549          --          --
  Options.....................     46          1          --       125          --          --
                            ---------  ---------   --------- ---------   ---------   ---------
                                2,434         --          (3)    1,674          --          --
                            =========  =========   ========= =========   =========   =========
Oil price contracts
  Swaps.......................  3,549         35           1     2,372         (63)         62
  Futures.....................  1,985         --          --       470          --          --
  Options.....................    782          1           3       302           4           6
                            ---------  ---------   --------- ---------   ---------   ---------
                                6,316         36           4     3,144         (59)         68
                            =========  =========   ========= =========   =========   =========
Natural gas price contracts
  Swaps....................... 36,129         40          19        --          --          --
  Futures.....................     --        (12)         (4)       --          --          --
  Options.....................     77         (4)         --        --          --          --
                            ---------  ---------   --------- ---------   ---------   ---------
                               36,206         24          15        --          --          --
                            =========  =========   ========= =========   =========   =========




                                      F - 49

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (concluded)

Concentrations of credit risk

      The  primary  activities  of the  Group  are oil and gas  exploration  and
production,  gas and power marketing and trading, oil refining and marketing and
the manufacture  and marketing of chemicals.  The Group's  principal  customers,
suppliers and financial institutions with which it conducts business are located
throughout  the world.  The credit  ratings of interest  rate and currency  swap
counterparties  are all of at least  investment  grade.  The  credit  quality is
actively managed over the life of the swap.

Note 29 -- Capital and reserves



                                                      Paid
                                           Share        in    Merger     Other   Retained
                                         capital   surplus   reserve   reserve   earnings    Total
                                        --------  --------  --------  --------  ---------    -----
                                                            ($ million)
                                                                          
At January 1, 2000..................       4,892     3,684       697        --     34,008   43,281
Exchange adjustment.................          --        --        --        --     (2,508)  (2,508)
Employee share schemes..............          17       250        --        --         --      267
ARCO acquisition....................         799        --    26,172       456         --   27,427
Share buyback.......................         (55)       55        --        --     (2,001)  (2,001)
Stamp duty reserve tax..............          --      (295)       --        --         --     (295)
Qualifying Employee Share
  Ownership Trust (QUEST)...........          --        76        --        --        (76)      --
Profit for the year.................          --        --        --        --     11,870   11,870
Dividends...........................          --        --        --        --     (4,625)  (4,625)
                                          ------    ------    ------    ------     ------   ------
At December 31, 2000................       5,653     3,770    26,869       456     36,668   73,416
                                          ======    ======    ======    ======     ======   ======


      The  movements in the Group's  share  capital  during the year are set out
above.  All movements are  quantified in terms of the number of BP shares issued
or repurchased.

      ARCO acquisition.  3,228,273,878 ordinary shares were issued in connection
with the ARCO acquisition,  including  42,267,402  ordinary shares in respect of
ARCO preference shares surrendered and ARCO employee share options exercised.

      Share buyback. The Company purchased for cancellation 221,662,972 ordinary
shares for a total consideration of $2,001 million.

      Employee share schemes.  During the year  38,111,531  ordinary shares were
issued under employee  share schemes.  Certain of these shares were issued via a
QUEST. See Note 33 for further details.


                                      F - 50

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 30 -- Retained earnings

      Retained  earnings of $36,668  million  ($34,008  million at December  31,
1999) include the following  amounts,  the  distribution  of which is limited by
statutory or other restrictions:



                                                                             December 31,
                                                                          ---------------
                                                                            2000     1999
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Parent company.......................................................     17,547       16
Subsidiary undertakings..............................................      9,120    5,638
Associated undertakings..............................................      1,042    1,649
                                                                          ------   ------
                                                                          27,709    7,303
                                                                          ======   ======


      Cumulative net exchange  losses of $3,882 million are included in retained
earnings ($1,374 million losses at December 31, 1999).

      There were no unrealized currency translation  differences for the year on
long-term  borrowings used to finance equity  investments in foreign  currencies
(1999 nil and 1998 nil).

Note 31 -- Analysis of consolidated statement of cash flows

(i)   Reconciliation  of historical  cost profit before  interest and tax to net
      cash inflow from operating activities


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                           
Historical cost profit before interest and tax...........        18,704    8,342    5,980
Depreciation and amounts provided........................         7,449    4,965    5,301
Exploration expenditure written off......................           264      304      373
Share of profits of joint ventures and associated undertakings   (1,853)  (1,704)  (1,102)
Interest and other income................................          (360)    (217)    (272)
(Profit) loss on sale of businesses and fixed assets.....          (196)     379     (963)
Charge for provisions....................................           702      847      377
Utilization of provisions................................          (969)    (597)    (460)
(Increase) decrease in inventories.......................        (1,449)  (1,562)     584
(Increase) decrease in debtors...........................        (5,587)  (4,013)   1,768
Increase (decrease)in payables...........................         3,711    3,546   (2,000)
                                                                 ------   ------   ------
Net cash inflow from operating activities................        20,416   10,290    9,586
                                                                 ======   ======   ======


(ii) Exceptional items

      The cash outflow in respect of the restructuring costs charged in 1999 was
$446  million  (1999 $976  million).  The cash  outflow in 1999  relating to the
merger  expenses  charged  in 1998 was $166  million  (1998 $32  million).  Both
amounts were included in the net cash inflow from operating activities.


                                      F - 51

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 31-- Analysis of consolidated statement of cash flows (concluded)

(iii) Financing


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                           
Long-term borrowing..................................            (1,680)  (2,140)  (2,078)
Repayments of long-term borrowing....................             2,353    2,268    1,208
Short-term borrowing.................................            (4,120)  (3,136)    (631)
Repayments of short-term borrowing...................             4,821    2,299      701
                                                                  -----   ------   ------
                                                                  1,374     (709)    (800)
Issue of ordinary share capital......................              (257)    (245)    (161)
Share buyback........................................             2,001       --      584
Stamp duty reserve tax...............................               295       --       --
                                                                  -----   ------   ------
Net cash outflow (inflow) ...........................             3,413     (954)    (377)
                                                                  =====   ======   ======


(iv) Management of liquid resources

      Liquid resources  comprise current asset investments which are principally
commercial  paper  issued  by other  companies.  The net cash  outflow  from the
management of liquid  resources  was $452 million  (1999 $93 million  inflow and
1998 $596 million inflow).

(v) Commercial paper

Net movements in commercial paper are included within  short-term  borrowings or
repayment of short-term borrowings as appropriate.

(vi) Movement in net debt



                                                               Years ended December 31,
                         ------------------------------------------------------------------------------------------
                                         2000                                            1999
                         --------------------------------------------   --------------------------------------------
                                                   Current                                         Current
                         Finance                     asset        Net    Finance                     asset        Net
                            debt       Cash    investments       debt       debt      Cash     investments       debt
                         -------    -------    -----------    -------    -------   -------     -----------    -------
                                                                ($ million)

                                                                        
At January 1..........   (14,544)     1,331           220     (12,993)   (13,755)      405             470    (12,880)
Exchange adjustments..        96        (39)          (11)         46        (13)      (39)             (7)       (59)
Net cash flow.........     1,374       (122)          452       1,704       (709)      965             (93)       163
Acquisitions..........    (8,072)        --            --      (8,072)        --        --              --         --
Other movements.......       (44)        --            --         (44)       (67)       --            (150)      (217)
                          ------     ------        ------      ------     ------    ------          ------     ------
At December 31........   (21,190)     1,170           661     (19,359)   (14,544)    1,331             220    (12,993)
                          ======     ======        ======      ======     ======    ======          ======     ======




                                      F - 52

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 32 -- Operating lease commitments

      Annual commitments under operating leases were as follows:



                                                            December 31,
                                           -----------------------------------------------
                                                     2000                    1999
                                           -----------------------------------------------

                                             Land and                Land and
                                            buildings       Other   buildings       Other
                                            ---------   ---------   ---------   ---------
                                                           ($ million)
                                                                     

Expiring within: 1 year..................          41         181          19         107
                 2 to 5 years............          54         330          57         372
                 Thereafter..............         235         220         163         250
                                            ---------   ---------   ---------   ---------
                                                  330         731         239         729
                                            =========   =========   =========   =========


      The minimum future lease payments (after  deducting  related rental income
from operating sub-leases of $345 million) were as follows:


                                                                             December 31,
                                                                                     2000
                                                                             ------------
                                                                                ($million)

                                                                                 
2001  ...............................................................               1,016
2002  ...............................................................                 839
2003  ...............................................................                 680
2004  ...............................................................                 561
2005  ...............................................................                 469
Thereafter...........................................................               2,324
                                                                                  -------
                                                                                    5,889
                                                                                  =======



                                      F - 53

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 33 -- Employee share schemes

            BP  offers  most of its  employees  the  opportunity  to  acquire  a
shareholding in the Company  through savings related and matching  arrangements;
the latter may be  participating  share schemes or savings plans. BP also uses a
long-term  performance  plan (see Note 34) and the granting of share  options as
elements of employee remuneration.

      Under the BP Savings  Related Share Option Scheme  employees  save monthly
over a three-or five-year period towards the purchase of shares at a price fixed
when the option is granted. The option price is usually set at a 20% discount to
the market price at the time of grant.  The option must be exercised  within six
months of maturity of the savings  contract  otherwise it lapses.  The scheme is
run in the UK and in a number of other countries.

      Under the BP Participating  Scheme, BP matches employees' own contribution
of shares, up to a predetermined  limit, all of which are then held in trust for
defined periods before being released to the employee.  The scheme is run in the
UKand in a number of other  countries.  A further  20  countries  implemented  a
participating share plan during 2000.

      The Company sponsors a number of savings plans covering most US employees.
Under these plans, employees may contribute up to 18% of their salary subject to
certain  regulatory limits.  The employee receives a  dollar-for-dollar  Company
matched  contribution  for the first 7% of eligible pay  contributed  to most of
these plans on a before-tax or after-tax basis or a combination of both. Company
contributions are initially  invested in BPADS funds, but employees may transfer
those amounts and may invest their own contributions in more than 200 investment
options.  The Company's  contributions vest over a period of five years. Company
contributions  to  savings  plans  during the year were $101  million  (1999 $95
million and 1998 $91 million).

      During 2000, BP granted  options under the BP Share Option Plan to certain
categories of employees.  Options were granted to heritage-Amoco  employees who,
under the terms of the merger agreement between BP and Amoco, must, for 1999 and
2000, be granted options on a similar basis to the arrangements  under the Amoco
1991  Incentive  Program.  Options were also  granted to certain  heritage-BP US
employees.  The options  were  granted at the market price at the date of grant.
There are no performance  conditions  attaching to these grants. The options are
exercisable one or two years after the date of grant, and lapse after 10 years.

      Also in 2000, options were granted to non-US middle managers.  The options
were granted at market price at the date of grant and are not exercisable  until
a performance condition is satisfied.  Before any options can be exercised,  the
total  return  to   shareholders   (share  price  increase  with  all  dividends
reinvested)  on an  investment in BP shares is required to exceed the mean total
return to shareholders of a representative Group of UK companies by a margin set
from time to time. The performance  period for each grant will normally be three
years.  Subject to achievement of the  performance  conditions,  the options are
exercisable between the third and tenth anniversaries of the date of grant.

      In accordance  with their normal  timetable,  options were granted to ARCO
employees in February 2000. All options granted prior to April 1, 1999, the date
of the acquisition announcement, became exercisable immediately on completion of
the acquisition in April 2000 at the discretion of the employee.

     Burmah Castrol  employees  eligible to receive options in 2000 were granted
options under the BP Share Option Plan, with certain rule  modifications,  after
completion of the  acquisition.  For options  granted prior to the  acquisition,
employees  were  generally  offered  the  choice of cashing  out their  existing
options or converting them to BP share options.

      An Employee Share Ownership Plan (ESOP) was established in 1997 to acquire
BP shares to satisfy future requirements of certain employee share schemes.  The
Company provides funding to the ESOP. The assets and liabilities of the ESOP are
recognized as assets and liabilities of the Company within these  accounts.  The
ESOP has waived its rights to dividends.

     During 2000 the ESOP released 9,412,931 shares for the participating  share
schemes. The cost of shares released for these schemes has been charged in these
accounts.  At December 31, 2000 the ESOP held  45,515,000  shares  (December 31,
1999, 53,989,000 shares).


                                      F - 54


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 33 -- Employee share schemes (continued)

      BP has established a Qualifying Employee Share Ownership Trust (QUEST) for
the  purposes  of  share  option  schemes  for   employees.   During  the  year,
contributions  of $76 million  (1999 $61 million and 1998 $42 million) were made
by the Company to the QUEST which,  together with  option-holder  contributions,
were used by the QUEST to subscribe for new ordinary shares at market price. The
Company  has  transferred  the cost of this  contribution  directly  to retained
profits  and the  excess  of the  subscription  price  over  nominal  value  has
increased the share premium account.

      At December 31, 2000,  all the  12,245,011  ordinary  shares issued to the
QUEST had been  transferred  to option holders  exercising  options under the BP
Group Savings Related Share Option and Burmah Castrol Sharesave Schemes.



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                     (options thousands)
                                                                         
Employee share options granted during the year:
  Savings related schemes............................             7,930    8,828    9,734
  BP Share Option Plan...............................            50,461   41,054       --
  BP Executive Share Option Scheme...................                --       --    2,576
  Amoco Stock Option Plan............................                --       --   60,696
                                                                 ------   ------   ------
                                                                 58,391   49,882   73,006
                                                                 ======   ======   ======


      The  exercise   prices  for  BP  options  granted  during  the  year  were
(pound)4.98/$7.42  (7,930,099  options) for  savings-related and similar schemes
and  (pound)5.44/$8.22  (weighted average price) for 50,460,784  options granted
under the share option plan.


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                     (shares thousands)
                                                                         
Shares issued in respect of options exercised during the year:
  Savings related schemes.............................           13,709   12,176   12,582
  BP, Amoco and Burmah Castrol executive share option plans      23,280   51,472   40,894
                                                                 ------   ------   ------
                                                                 36,989   63,648   53,476
                                                                 ======   ======   ======


      In addition 1,123,000 shares (1999,  2,514,000 shares and 1998,  3,298,000
shares) were issued,  and  9,413,000  shares (1999,  8,779,000  shares and 1998,
8,518,000 shares) released from the ESOP for participating share schemes.



                                                                   2000           1999           1998
                                                                 ------         ------         ------
                                                                                  
Options outstanding at December 31:                                     (shares thousands)
  BP options .........................................          342,509        323,161        346,898
  Exercise period.....................................        2001-2010      2000-2009      1999-2008
  Price...............................................      $1.92-$9.97   $2.09-$10.10    $1.85-$7.88




                                      F - 55

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 33 -- Employee share schemes (continued)

      Share option  transactions  under employee share schemes are summarized as
follows:


                                                           Years ended December 31,
                                ----------------------------------------------------------------------
                                         2000                     1999                    1998
                                --------------------     ---------------------     -------------------
                                            Weighted                  Weighted                Weighted
                                             average                   average                 average
                                 Number of  exercise      Number of   exercise     Number of  exercise
                                    shares     price         shares      price        shares     price
                                 ---------  --------      ---------   --------     ---------  --------
                                                  ($)                       ($)                     ($)
                                                                                
Outstanding at January 1...... 323,161,387      4.95    346,897,822       4.34   336,066,100      3.85
Burmah Castrol................   3,293,317      5.02             --         --            --        --
Reinstated....................       3,729      2.94         37,480       5.24        33,486      2.82
Granted.......................  58,390,883      8.17     49,882,128       7.88    73,005,560      5.64
Exercised..................... (37,029,467)     3.76    (63,711,433)      3.85   (53,475,492)     3.00
Stock appreciation rights
  exercised...................          --        --       (542,772)      3.30      (698,720)     2.56
Cancelled.....................  (5,310,803)     6.72     (9,401,838)      5.54    (8,033,112)     4.73
                              ------------             ------------              -----------
Outstanding at December 31.... 342,509,046      5.61    323,161,387       4.95   346,897,822      4.34
                              ============             ============              ===========
Exercisable at December 31.... 229,987,199              206,116,577              202,132,716
                              ============             ============              ===========
Available for grant at
  December 31................1,234,983,212            1,087,626,398            1,177,618,184
                             =============            =============            =============


      Options  outstanding at December 31, 2000 will be exercisable between 2001
and 2010.

      For the share options outstanding and exercisable at December 31, 2000 the
exercise price ranges and average remaining lives were:



                                      Options outstanding            Options exercisable
                                 ------------------------------      --------------------
                                             Weighted  Weighted                  Weighted
                                              average   average                   average
                                  Number of remaining  exercise       Number of  exercise
                                     Shares      life     price          shares     price
                                 ---------- ---------  --------       ---------  --------
                                               (years)       ($)                       ($)
                                                                    
Range of exercise prices
$1.92 - $3.62.................   76,049,100      2.12      3.32      70,909,845      3.30
$3.72 - $4.80.................   65,422,386      4.40      4.37      54,974,111      4.31
$4.81 - $7.28.................  106,387,934      6.19      5.78      87,234,521      5.57
$7.52 - $9.97.................   94,649,626      8.46      8.11      16,868,722      7.99
                                -----------      ----      ----      ----------      ----
                                342,509,046      5.57      5.61     229,987,199      4.75
                                ===========      ====      ====     ===========      ====



                                      F - 56

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 33 -- Employee share schemes (concluded)

      As allowed  by SFAS 123  `Accounting  for  Stock-Based  Compensation'  the
Company has elected to continue to follow  Accounting  Principles  Board Opinion
No. 25,  'Accounting  for Stock Issued to  Employees'.  In accordance  with this
accounting statement the Company does not recognize  compensation expense on the
grant of the options.  Had  compensation  expense been determined based upon the
fair value of the stock options at grant date consistent with the method of SFAS
123, the  Company's  profit for the year and profit per ordinary  share for 2000
would have been reduced by $122 million  (1999 $65 million and 1998 $47 million)
and 1 cent (1999 1 cent and 1998 1 cent), respectively.

      The weighted  average fair value of BP share  options  granted in 2000 was
$2.33  (1999  $2.27 and 1998  $2.29).  The fair value of each  option  grant was
estimated on the date of grant using a  Black-Scholes  option pricing model with
the  following  assumptions  for 2000,  1999 and 1998,  respectively;  risk-free
interest  rates of 6.0, 6.5 and 6.0%;  dividend  yield of 3%;  expected lives of
one, two, three or five years as appropriate and volatility of 33%, 32% and 18%.

      In 1998 and earlier years Amoco had granted stock  options.  Following the
merger  between BP and Amoco these were  converted  into BP share  options.  The
weighted average fair value of Amoco stock options granted in 1998 was $7.40. On
the basis of BP shares this equates to a value of $1.86.  The fair value of each
option  grant was  estimated on the date of grant using a  Black-Scholes  option
pricing model with the following  assumptions for 1998; risk-free interest rates
of 5.7 dividend yield of 4%, expected lives of six years and volatility of 17%.

      The  effects of applying  SFAS 123 for the  proforma  disclosures  are not
representative  of the effects  expected  on reported  net income and profit per
ordinary  share  in  future  years,   since  the   disclosures  do  not  reflect
compensation expense for options granted prior to 1995.

Note 34 -- Long Term Performance Plan

      During 2000 the executive directors and senior executives  participated in
the Long Term  Performance  Plan (the Plan).  This is an incentive  scheme under
which the  Company  may award  shares to  participants  or fund the  purchase of
shares for  participants  if long-term  targets are met.

      The cost of  potential  future  awards  is  accrued  over  the  three-year
performance periods of each Plan. In any one year, three Plans are in operation.
The amount  charged in 2000 was $119  million  (1999 $128  million  and 1998 $45
million).  The  value of  awards  under  the  1997-99  Plan made in 2000 was $78
million (1996-98 Plan $52 million).

      Employee Share Ownership Plans (ESOPs) have been established to acquire BP
shares to satisfy  any awards  made to  participants  under the Plan and then to
hold them for the participants during the retention period of the Plan. In order
to hedge the cost of potential  future  awards the ESOPs may,  from time to time
over the performance period of the Plans, purchase BP shares in the open market.
The Company  provides  funding to the ESOPs.  The assets and  liabilities of the
ESOPs are  recognized  as assets and  liabilities  of the Company  within  these
accounts. The ESOPs have waived their rights to dividends.

      At December 31, 2000 the ESOPs held 9,507,000 (1999, 9,502,000) shares for
potential future awards.



                                      F - 57

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 35 -- Directors' remuneration


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                        ($ thousand)
                                                                           
Total for all directors
Emoluments (a).................................................  14,432   13,309    6,870
Compensation for loss of office................................     680    6,126       --
Gains made on the exercise of share options....................   2,812    5,158      888
Amounts awarded under long-term incentive schemes..............  15,152    7,594    4,434
                                                                 ======   ======   ======
Highest paid director
Emoluments.....................................................   2,762    2,434    1,514
Gains made on the exercise of share options....................      --    4,509      806
Amount awarded under long-term incentive schemes...............   3,649       --    1,331
Accrued pension at December 31.................................     820    1,172      626
                                                                 ======   ======   ======


- ----------

(a)   Fees in 1998 of  $45,730  in  respect  of Mr H M P  Miles'  services  as a
      non-executive director were paid to his employer.

Emoluments

      These  amounts  comprise  fees  paid  to the  non-executive  chairman  and
non-executive  directors,  and,  for  executive  directors,  salary and benefits
earned during the relevant financial year, plus bonuses awarded for the year.

Pension contributions

      Six executive directors  participate in a non-contributory  pension scheme
established  for UK staff by a separate  trust fund to which  contributions  are
made by BP  based on  actuarial  advice.  There  were no  contributions  to this
pension scheme in 2000, 1999 and 1998. Three US executive directors participated
in the BP Retirement Accumulation Plan.

Note 36 -- Loans to officers

      Miss J C Hanratty has a low interest  loan of $43,000 made to her prior to
her appointment as Company Secretary on October 1, 1994.



                                      F - 58

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 37 -- Employee costs and numbers


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                        ($ million)
                                                                          
Employee costs
Wages and salaries...................................             6,764    5,302    4,995
Social security costs................................               455      359      412
Pension costs........................................               125      (97)     139
                                                                 ------   ------   ------
                                                                  7,344    5,564    5,546
                                                                 ======   ======   ======



                                                                       At December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                          
Number of employees
Exploration and Production...........................            16,000   12,500   18,000
Gas and Power........................................             1,000      800      800
Refining and Marketing (a)...........................            67,700   45,250   52,100
Chemicals............................................            17,600   18,700   23,050
Other businesses and corporate.......................             4,900    3,150    2,700
                                                                 ------   ------  -------
                                                                107,200   80,400   96,650
                                                                 ======   ======  =======




                                           United   Rest of             Rest of
                                          Kingdom    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------

                                                                    
Average number of employees
Year ended December 31, 2000
Exploration and Production.............     3,250       650     4,700     5,700    14,300
Gas and Power..........................       550        50       200       100       900
Refining and Marketing ................     9,600    13,700    26,200    10,900    60,400
Chemicals..............................     3,700     4,600     8,100     1,400    17,800
Other businesses and corporate.........     1,100       400     2,400       700     4,600
                                         --------  --------  --------  --------  --------
                                           18,200    19,400    41,600    18,800    98,000
                                         ========  ========  ========  ========  ========
Year ended December 31, 1999
Exploration and Production.............     3,500       850     5,100     5,500    14,950
Gas and Power..........................       450        50       200       100       800
Refining and Marketing (b).............     9,600    10,050    20,700     8,150    48,500
Chemicals..............................     4,100     4,900     9,850     2,000    20,850
Other businesses and corporate.........     1,150       350     1,000       500     3,000
                                         --------  --------  --------  --------  --------
                                           18,800    16,200    36,850    16,250    88,100
                                         ========  ========  ========  ========  ========
Year ended December 31, 1998
Exploration and Production                  3,600       850     7,750     6,150    18,350
Gas and Power                                 450        50       150        50       700
Refining and Marketing (c).............    10,300     9,700    23,600     9,150    52,750
Chemicals..............................     4,650     5,150    11,600     2,450    23,850
Other businesses and corporate.........       950       300     1,550       450     3,250
                                         --------  --------  --------  --------  --------
                                           19,950    16,050    44,650    18,250    98,900
                                         ========  ========  ========  ========  ========

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

(a)  1999 includes  18,050  (1998,  17,300)  employees  assigned to the BP/Mobil
     joint venture.
(b)  Includes 7,800  employees  assigned to the BP/Mobil joint venture in the UK
     and 9,650 employees in the Rest of Europe.
(c)  Includes 8,550  employees  assigned to the BP/Mobil joint venture in the UK
     and 9,350 employees in the Rest of Europe.


                                      F - 59

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 38 -- Pensions

      Most Group  companies have pension plans,  the forms and benefits of which
vary with conditions and practices in the countries concerned.  Pension benefits
may be provided by defined  contribution plans,  whereby retirement benefits are
determined by the value of funds arising from  contributions  paid in respect of
each employee;  or by defined  benefit plans,  whereby  retirement  benefits are
based on  employee  final  pensionable  salary  and length of  service.  Defined
benefit plans may be externally  funded or unfunded.  The assets of funded plans
are generally held in separately  administered  trusts.  Contributions to funded
defined  benefit  plans are based on advice  from  independent  actuaries  using
actuarial  methods,  the objective of which is to provide adequate funds to meet
pension  obligations  as they fall  due.  No  contributions  were made to the UK
pension fund during 2000,  1999 and 1998. For unfunded  plans,  where assets are
not held with the specific purpose of matching  pension  obligations the accrued
liability for pension benefits is included within other provisions. The majority
of the Group's  employees are members of defined benefit schemes.  The principal
plans are reviewed annually by the independent actuaries and subject to a formal
actuarial valuation every three years.

      Pension  costs  for the  principal  plans  have  been  derived  using  the
projected  unit credit  method and by  amortizing  surpluses  and  deficits on a
straight  line basis over the average  expected  remaining  service lives of the
current  employees.  The main assumptions used in calculating the  credit/charge
for the principal plans were as follows:




                                                    Years ended December 31,
                                      ----------------------------------------------
                                            2000              1999              1998
                                      ----------        ----------        ----------

                                                                      
UK and other European plans:
Rate of return on assets............        6.5%              6.1%                7%
Discount rate.......................        6.5%              6.1%                7%
Future salary increases.............        4.8%              4.3%              5.1%
Future pension increases............        2.9%              2.5%              3.2%
Dividend growth.....................         n/a               n/a               n/a

US plans:
Rate of return on assets............         10%               10%               10%
Discount rate.......................        7.5%              6.5%              6.9%
Future salary increases.............          4%                4%              4.7%
Future pension increases............         nil               nil               nil
Dividend growth.....................         n/a               n/a               n/a


- ----------
n/a = not applicable



                                      F - 60

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 38 -- Pensions (continued)


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
Principal plans:
  Service cost-- benefits earned during year.........               364      347      375
  Interest cost on projected benefit obligation......             1,211      999    1,089
  Expected return on plan assets.....................            (1,625)  (1,273)  (1,339)
  Amortization of transition asset...................               (72)     (83)     (84)
  Recognized net actuarial gain......................              (203)    (108)     (87)
  Recognized prior service cost......................                78       17       14
  Curtailment and settlement (gains) losses..........              (119)    (150)      12
  Special termination benefits.......................               233        3       --
                                                                 ------   ------   ------
                                                                   (133)    (248)     (20)
Other defined benefit plans..........................                38       30       51
Defined contribution schemes.........................               220      121      108
                                                                 ------   ------   ------
Total pension (income) expense.......................               125      (97)     139
                                                                 ======   ======   ======


      At  January  1,  2000,  the date of the  latest  actuarial  valuations  or
reviews,  the market value and  actuarial  value of assets in the Group's  major
externally  funded  pension  plans  in the UK and the USA  was  $25,520  million
($23,209  million at January 1, 1999) and $20,474  million  ($19,185  million at
January 1, 1999) respectively.  The actuarial value of the assets of these plans
represented  130% (125% at January 1, 1999) of the benefits  that had accrued to
members  of those  plans,  after  allowing  for  expected  future  increases  in
salaries.

      At December 31, 2000 the obligation for accrued benefits in respect of the
major unfunded  schemes in Europe was $1,438 million ($1,513 million at December
31, 1999). Of this amount,  $1,167 million ($1,234 million at December 31, 1999)
has been provided in these accounts.

      Further  information in respect of the Group's  principal  defined benefit
pension plans required under FASB  Statement of Financial  Accounting  Standards
No. 132 --  'Employers'  Disclosures  about  Pensions  and Other  Postretirement
Benefits' is set out below.





                                      F - 61

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 38 -- Pensions (continued)


                                                      UK and Other
                                                     European plans           US plans
                                                    ----------------     ----------------
                                                      2000      1999       2000      1999
                                                    ------    ------     ------    ------
                                                                 ($ million)
                                                                       
  Benefit obligation at January 1.................. 12,590    12,670      3,827     4,424
  Service cost.....................................    235       229        129       118
  Interest cost....................................    832       723        380       276
  Plan amendments..................................    809        47         --        71
  Curtailments, settlements and special
    termination benefits...........................     --        --        191       (15)
  Actuarial (gain) loss............................    670       130         40       (93)
  Acquisitions.....................................  1,241        --      2,308        --
  Plan participants' contributions.................     24        21         --        --
  Settlement payments..............................     --        --       (423)     (668)
  Benefit payments.................................   (657)     (639)      (906)     (286)
  Exchange adjustment.............................. (1,093)     (591)        --        --
                                                    ------    ------     ------    ------
  Benefit obligation at December 31................ 14,651    12,590      5,546     3,827
                                                    ------    ------     ------    ------

  Fair value of plan assets at January 1........... 20,189    17,991      5,331     5,230
  Actual return on plan assets.....................    216     3,280       (118)      981
  Acquisitions.....................................  1,344        --      2,817        --
  Plan participants' contributions.................     24        21         --        --
  Employer contributions...........................     14        --        290        74
  Settlement payments..............................     --        --       (444)     (668)
  Benefit payments.................................   (563)     (534)      (906)     (286)
  Exchange adjustment.............................. (1,607)     (569)        --        --
                                                    ------    ------     ------    ------
  Fair value of plan assets at December 31......... 19,617    20,189      6,970     5,331
                                                    ------    ------     ------    ------

  Funded status....................................  4,966     7,599      1,424     1,504
  Unrecognized transition asset....................   (168)     (252)        (5)      (14)
  Unrecognized net actuarial (gain) loss........... (4,821)   (7,012)       133      (740)
  Unrecognized prior service cost..................    792       135         11        13
                                                    ------    ------     ------    ------
  Net amount recognized............................    769       470      1,563       763
                                                    ======    ======     ======    ======

  Prepaid benefit cost.............................  1,937     1,704      1,672       837
  Accrued benefit liability........................ (1,392)   (1,473)      (159)     (142)
  Intangible asset.................................     50        78          3         5
  Accumulated other comprehensive income...........    174       161         47        63
                                                    ------    ------     ------    ------
                                                       769       470      1,563       763
                                                    ======    ======     ======    ======



                                      F - 62

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 38 -- Pensions (concluded)

      Major assumptions used to determine  projected benefit obligations for the
principal pension plans were as follows:


                                                                  December 31,
                                                       ----------------------------------
                                                             2000        1999        1998
                                                       ----------  ----------  ----------
                                                                           
UK and other European plans:
Compensation increase...........................             4.8%        4.8%        4.3%
Discount rate...................................             6.5%        6.5%        6.1%
US plans:
Compensation increase...........................             4.0%        4.0%        4.7%
Discount rate...................................             7.5%        7.5%        6.5%


      Plan assets are held in equity  securities,  fixed income  securities  and
real estate.

Note 39 -- Other postretirement benefits

      Certain Group companies in the USA provide  postretirement  healthcare and
life  insurance  benefits  to  their  retired  employees  and  dependants.   The
entitlement  to these  benefits is usually  based on the  employee  remaining in
service until retirement age and completion of a minimum period of service.  The
plans  are  funded  to a  limited  extent  and the  accrued  net  liability  for
postretirement  benefits  is  included  within  other  provisions.  The  cost of
providing  postretirement benefits is assessed annually by independent actuaries
using the projected unit credit method.

      The assumptions used in calculating the charge for postretirement benefits
are consistent with those shown in Note 38 for US pension plans.

      The charge to income for postretirement benefits is as follows:


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                              
Service cost-- benefits earned during year...........                25       34       39
Interest cost on projected benefit obligation........               148      113      114
Expected return on plan assets.......................                (5)      (4)      (1)
Recognized net actuarial gain........................               (46)     (31)     (28)
Amortization of prior service cost recognized........               (20)      (8)     (23)
Curtailment gains....................................               (40)     (62)      --
                                                                 ------   ------   ------
Postretirement benefit expense.......................                62       42      101
                                                                 ======   ======   ======


      At  December  31,  2000  the  independent  actuaries  has  reassessed  the
obligation  for  postretirement  benefits at $2,562 million  ($1,638  million at
December 31, 1999).  The provision  for  postretirement  benefits at 31 December
2000 was $2,726 million ($2,244 million at December 31, 1999).

      The discount  rate used to assess the  obligation at December 31, 2000 was
7.5% (7.5% at December 31, 1999). The assumed future  healthcare cost trend rate
for 2001 is 15%, for 2002 is 10% and for 2003 and subsequent years is 5%.


                                      F - 63

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 39 -- Other postretirement benefits (concluded)

      Further information  presented in compliance with the requirements of FASB
Statement of Financial Accounting  Standards No. 132 -- 'Employers'  Disclosures
about Pensions and Other Postretirement Benefits' is set out below.



                                                                            2000     1999
                                                                          ------   ------
                                                                             ($ million)

                                                                             
  Benefit obligation at January 1...........................               1,638    1,814
  Service cost..............................................                  25       34
  Interest cost.............................................                 148      113
  Plan amendments...........................................                  --       22
  Curtailment gain..........................................                  (9)     (21)
  Actuarial (gain) loss.....................................                 340     (214)
  Acquisitions..............................................                 579       --
  Benefit payments..........................................                (159)    (110)
                                                                          ------   ------
  Benefit obligation at December 31.........................               2,562    1,638
                                                                          ------   ------

  Fair value of plan assets at January 1....................                  53       49
  Actual return on plan assets..............................                  --        6
  Employer contributions....................................                  (4)      (2)
                                                                          ------   ------
  Fair value of plan assets at December 31..................                  49       53
                                                                          ------   ------

  Funded status.............................................              (2,513)  (1,585)
  Unrecognized net actuarial gain...........................                (144)    (570)
  Unrecognized prior service cost...........................                 (69)     (89)
                                                                          ------   ------
  Provision for postretirement benefits.....................              (2,726)  (2,244)
                                                                          ======   ======


      The assumed  healthcare  cost trend rate has a  significant  effect on the
amounts reported. A  one-percentage-point  change in the assumed healthcare cost
trend rate would have the following effects:



                                                            1-Percentage     1-Percentage
                                                          point increase   point decrease
                                                          --------------   --------------
                                                                      ($ million)

                                                                                
Effect on total of service and interest cost in 2000........          26              (21)
Effect on postretirement obligation at December 31, 2000....         265             (219)



                                      F - 64

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 40 -- Contingent Liabilities

      There were  contingent  liabilities  at  December  31,  2000 in respect of
guarantees and  indemnities  entered into as part of the ordinary  course of the
Group's  business.  No material  losses are likely to arise from such contingent
liabilities.

      Approximately  200  lawsuits  were  filed in State and  Federal  Courts in
Alaska seeking compensatory and punitive damages arising out of the Exxon Valdez
oil spill in Prince William Sound in March 1989. Most of those suits named Exxon
(now ExxonMobil), Alyeska Pipeline Service Company (Alyeska), which operates the
oil terminal at Valdez,  and the other oil companies which own Alyeska.  Alyeska
initially  responded to the spill until the response was taken over by Exxon. BP
owns a 50%  interest in Alyeska  through a  subsidiary  of BP America  Inc.  and
briefly  indirectly  owned a further  20%  interest  in Alyeska  following  BP's
combination  with ARCO.  In April 2000 that 20%  interest  was sold to  Phillips
Petroleum Company (Phillips), subject to BP's agreement to indemnify Phillips if
certain  liabilities  exceeded a defined  amount.  Alyeska  and its owners  have
settled all of the claims against them under these lawsuits. Exxon has indicated
that it may file a claim for  contribution  against Alyeska for a portion of the
costs and damages  which it has  incurred.  If any claims are  asserted by Exxon
which affect Alyeska and its owners, BP would defend the claims vigorously.

      The Group is subject to numerous national and local environmental laws and
regulations concerning its products, operations and other activities. These laws
and  regulations  may require the Group to take future  action to remediate  the
effects on the environment of prior disposal or release of chemical or petroleum
substances  by the  Group or other  parties.  Such  contingencies  may exist for
various  sites  including  refineries,  chemical  plants,  oil  fields,  service
stations,  terminals and waste disposal sites.  In addition,  the Group may have
obligations  relating to prior asset sales or closed  facilities.  The  ultimate
requirement for  remediation  and its cost is inherently  difficult to estimate.
However, the estimated cost of known environmental obligations has been provided
in these accounts in accordance with the Group's accounting policies.  While the
amounts  of future  costs  could be  significant  and could be  material  to the
Group's  results of  operations in the period in which they are  recognized,  BP
does not expect these costs to have a material  effect on the Group's  financial
position or liquidity.


                                      F - 65

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 41 -- Joint ventures and associated undertakings

     The  significant  joint  ventures of the BP Group at December  31, 2000 are
shown in Note 45.

     The  pan-European  refining and marketing joint venture with ExxonMobil was
dissolved on August 1, 2000. Within the BP/Mobil joint venture,  BP operated and
had a 70% interest in the fuels  refining and marketing  operation and had a 49%
interest in the lubricants  business.  On  dissolution,  BP acquired most of the
ExxonMobil assets used by the fuels refining and marketing operation.

     During the year the BP Group sold crude oil and products  totalling  $2,933
million  (1999 $3,398  million and 1998 $2,264  million) to the  BP/Mobil  joint
venture and  purchased  crude oil and products  totalling  $1,762  million (1999
$1,791 million and 1998 $1,335 million).

      At December 31, 1999 the Group share of joint  venture's  fixed assets was
$5,366 million,  current assets $4,582 million,  liabilities due within one year
$4,172 million and liabilities due after one year $572 million.

     Significant  associated  undertakings  of the BP Group at December 31, 2000
are shown in Note 45.

      During  the year  the BP Group  purchased  crude  oil from two  associated
undertakings,  Abu Dhabi  Marine  Areas and Abu Dhabi  Petroleum to the value of
$1,619 million (1999 $935 million and 1998 $715  million).  At December 31, 2000
$137 million ($119 million at December 31, 1999) was payable in respect of these
purchases.

     During  the year the BP  Group  sold  chemical  feedstocks  totalling  $718
million (1999 $460 million and 1998 $395 million) to Erdoelchemie, an associated
undertaking,  and bought  petrochemicals  to the value of $114 million (1999 $77
million and 1998 $76  million).  At December  31, 2000 the  outstanding  balance
receivable from Erdoelchemie was $nil ($1 million at December 31, 1999).


                                      F - 66

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 42-- Oil and gas exploration and production activities (a)

Capitalized costs at December 31


                                           United   Rest of             Rest of
                                          Kingdom    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                           ($ million)
                                                                   
2000
Gross capitalized costs:
  Proved properties....................    24,319     2,683    38,494    19,607    85,103
  Unproved properties..................       482        73     1,754     3,449     5,758
                                         --------  --------  --------  --------  --------
                                           24,801     2,756    40,248    23,056    90,861
Accumulated depreciation (b)...........    13,182     1,797    18,204     8,933    42,116
                                         --------  --------  --------  --------  --------
Net capitalized costs..................    11,619       959    22,044    14,123    48,745
                                         ========  ========  ========  ========  ========

1999
Gross capitalized costs:
  Proved properties....................    22,874     2,738    35,826    14,166    75,604
  Unproved properties..................       412        79       741     2,067     3,299
                                         --------  --------  --------  --------  --------
                                           23,286     2,817    36,567    16,233    78,903
Accumulated depreciation (b)...........    13,160     1,890    20,751     8,279    44,080
                                         --------  --------  --------  --------  --------
Net capitalized costs..................    10,126       927    15,816     7,954    34,823
                                         ========  ========  ========  ========  ========

1998
Gross capitalized costs:
  Proved properties....................    23,290     2,934    35,383    15,078    76,685
  Unproved properties..................       400        76       890     1,915     3,281
                                         --------  --------  --------  --------  --------
                                           23,690     3,010    36,273    16,993    79,966
Accumulated depreciation (b)...........    12,670     1,865    20,741     8,183    43,459
                                         --------  --------  --------  --------  --------
Net capitalized costs..................    11,020     1,145    15,532     8,810    36,507
                                         ========  ========  ========  ========  ========



                                      F - 67

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 42-- Oil and gas exploration and production activities (a) (continued)

Costs incurred for the year ended December 31


                                           United   Rest of             Rest of
                                          Kingdom    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                           ($ million)
                                                                   
2000
Acquisition of properties:
  Proved...............................     2,954        --     9,152     2,647    14,753
  Unproved.............................       161        --       508     1,880     2,549
                                         --------  --------  --------  --------  --------
                                            3,115        --     9,660     4,527    17,302
Exploration and appraisal costs (c)....        86        67       676       466     1,295
Development costs......................       808       153     2,328     1,274     4,563
                                         --------  --------  --------  --------  --------
Total costs............................     4,009       220    12,664     6,267    23,160
                                         ========  ========  ========  ========  ========

1999
Acquisition of properties:
  Proved...............................        --        --       396        --       396
  Unproved.............................        --        --        23       130       153
                                         --------  --------  --------  --------  --------
                                               --        --       419       130       549
Exploration and appraisal costs (c)....        83        39       287       439       848
Development costs......................       676        71     1,212       956     2,915
                                         --------  --------  --------  --------  --------
Total costs............................       759       110     1,918     1,525     4,312
                                         ========  ========  ========  ========  ========

1998
Acquisition of properties:
  Proved...............................        --        --         3        54        57
  Unproved.............................        --         1        58        62       121
                                         --------  --------  --------  --------  --------
                                               --         1        61       116       178
Exploration and appraisal costs (c)....       177       106       476       764     1,523
Development costs......................     1,432       100     1,670     1,569     4,771
                                         --------  --------  --------  --------  --------
Total costs............................     1,609       207     2,207     2,449     6,472
                                         ========  ========  ========  ========  ========



                                      F - 68

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 42-- Oil and gas exploration and production activities (a) (continued)

Results of operations for the year ended December 31


                                           United   Rest of             Rest of
                                          Kingdom    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                           ($ million)
                                                                   
2000
Turnover (d):
  Third parties........................     3,538       926     4,242     2,446    11,152
  Sales between businesses.............     3,191       138     6,755     5,593    15,677
                                         --------  --------  --------  --------  --------
                                            6,729     1,064    10,997     8,039    26,829
                                         --------  --------  --------  --------  --------
Exploration expense....................        36        42       257       264       599
Production costs.......................       772        86     1,311       786     2,955
Production taxes.......................       641         6       437       911     1,995
Other costs (income) (e)...............        74         6     1,624     1,889     3,593
Depreciation and amounts provided......     1,453        98     2,406       748     4,705
                                         --------  --------  --------  --------  --------
                                            2,976       238     6,035     4,598    13,847
                                         --------  --------  --------  --------  --------
Profit before taxation (f).............     3,753       826     4,962     3,441    12,982
Allocable taxes........................     1,127       516     1,042     1,018     3,703
                                         --------  --------  --------  --------  --------
Results of operations .................     2,626       310     3,920     2,423     9,279
                                         ========  ========  ========  ========  ========

1999
Turnover (d):
  Third parties........................     2,258       644     4,738     2,216     9,856
  Sales between businesses.............     2,251       108     1,283     2,938     6,580
                                         --------  --------  --------  --------  --------
                                            4,509       752     6,021     5,154    16,436
                                         --------  --------  --------  --------  --------
Exploration expense....................        51        20       172       305       548
Production costs.......................       734        98     1,387       756     2,975
Production taxes.......................       167         2       283       495       947
Other costs (income) (e)...............       157        16     1,231     1,143     2,547
Depreciation and amounts provided......     1,306       138     1,113       651     3,208
                                         --------  --------  --------  --------  --------
                                            2,415       274     4,186     3,350    10,225
                                         --------  --------  --------  --------  --------
Profit before taxation (f).............     2,094       478     1,835     1,804     6,211
Allocable taxes........................       643       312       483       497     1,935
                                         --------  --------  --------  --------  --------
Results of operations .................     1,451       166     1,352     1,307     4,276
                                         ========  ========  ========  ========  ========




                                      F - 69

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 42-- Oil and gas exploration and production activities (a) (continued)


                                           United   Rest of             Rest of
                                          Kingdom    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                           ($ million)
                                                                   
1998
Turnover (d):
  Third parties........................     2,481       520     2,027       905     5,933
  Sales between businesses.............     1,063        73     2,782     2,133     6,051
                                         --------  --------  --------  --------  --------
                                            3,544       593     4,809     3,038    11,984
                                         --------  --------  --------  --------  --------
Exploration expense....................       134        89       240       458       921
Production costs.......................       878       146     1,548       888     3,460
Production taxes.......................        15         6       233       320       574
Other costs (income) (e)...............       (50)      (18)      780       384     1,096
Depreciation and amounts provided......     1,183       169     1,168     1,072     3,592
                                         --------  --------  --------  --------  --------
                                            2,160       392     3,969     3,122     9,643
                                         --------  --------  --------  --------  --------
Profit (loss) before taxation (f)......     1,384       201       840       (84)    2,341
Allocable taxes........................       378        79       111       115       683
                                         --------  --------  --------  --------  --------
Results of operations .................     1,006       122       729      (199)    1,658
                                         ========  ========  ========  ========  ========


- ----------

      The Group's share of associated undertakings and joint ventures results of
      operations  in 2000 was a profit of $293  million  (1999 $204  million and
      1998 $40  million)  after  deducting a tax charge of $97 million  (1999 $6
      million tax credit and 1998 $19 million tax credit).

      The  Group's  share of  associated  undertakings  and joint  ventures  net
      capitalized  costs at December 31, 2000 was $3,354  million  (December 31,
      1999 $1,442 million and December 31, 1998 $2,212 million).

      The Group's  share of associated  undertakings  and joint  ventures  costs
      incurred  in 2000 was  $1,490  million  (1999  $49  million  and 1998 $282
      million).

(a)   This note relates to the requirements contained within the UK Statement of
      Recommended Practice 'Accounting for Oil and Gas Exploration, Development,
      Production  and  Decommissioning  Activities'.   Midstream  activities  of
      natural gas  gathering  and  distribution  and the  operation  of the main
      pipelines and tankers are excluded.  The main midstream activities are the
      Alaskan  transportation  facilities,  the Forties  Pipeline system and the
      Central  Area  Transmission   System.  The  Group's  share  of  associated
      undertakings and joint venture activities are excluded from the tables and
      included in the footnotes  with the exception of the Abu Dhabi  operations
      which are  included in the income and  expenditure  items  above.  Profits
      (losses) on sale of  businesses  and fixed assets  relating to the oil and
      natural  gas  exploration  and  production  activities,  which  have  been
      accounted as exceptional items, are also excluded.

(b)   Accumulated   depreciation   consists  of   depreciation,   depletion  and
      amortization related to oil and natural gas producing activities.

(c)   Exploration and appraisal  drilling  expenditure  and licence  acquisition
      costs  are  initially   capitalized  within  intangible  fixed  assets  in
      accordance with the Group's accounting policy.

(d)   Turnover  represents  sales of  production  excluding  royalty  oil  where
      royalty is payable in kind.

(e)   Includes cost of royalty oil not taken in kind,  property  taxes and other
      government take.




                                      F - 70



                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 42-- Oil and gas exploration and production activities (a) (concluded)

(f)   The exploration and production  total  replacement  cost operating  profit
      comprises:



                                                  United   Rest of             Rest of
                                                 Kingdom    Europe       USA     World     Total
                                                --------  --------  --------  --------  --------
                                                            ($ million)
                                                                             
      Year ended December 31, 2000
      Exploration and production activities
      -- Group (as above)..............            3,753       826     4,962     3,441    12,982
      -- Associated undertakings.......               --        --        --       390       390
      Midstream activities.............              290        --       152       198       640
                                                --------  --------  --------  --------  --------
      Total replacement cost operating profit      4,043       826     5,114     4,029    14,012
                                                ========  ========  ========  ========  ========

      Year ended December 31, 1999
      Exploration and production activities
      -- Group (as above)..............            2,094       478     1,835     1,804     6,211
      -- Associated undertakings.......               --        --        45       153       198
      Midstream activities.............              216         9       256        93       574
                                                --------  --------  --------  --------  --------
      Total replacement cost operating profit      2,310       487     2,136     2,050     6,983
                                                ========  ========  ========  ========  ========

      Year ended December 31, 1998
      Exploration and production activities
      -- Group (as above)..............            1,384       201       840       (84)    2,341
      -- Associated undertakings.......              (15)       --        31         5        21
      Midstream activities.............              317         3       315       176       811
                                                --------  --------  --------  --------  --------
      Total replacement cost operating profit      1,686       204     1,186        97     3,173
                                                ========  ========  ========  ========  ========


Note 43 -- 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:

(a)   Group consolidation

      Investments  in entities  over which the Group does not  exercise  control
      (associates and joint ventures) 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,
      inventory  holding  gains or losses,  interest  expense  and  taxation  of
      associated  undertakings  and joint ventures.  In addition the 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.


                                      F - 71

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43-- US generally accepted accounting principles (continued)

      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 requires these activities to be accounted
      for by proportional consolidation, which is equivalent to UK GAAP.

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



                                                              Year ended December 31, 2000
                                                         ---------------------------------------
                                                               As                        US GAAP
                                                         reported  Reclassification presentation
                                                         --------  ---------------- ------------
                                                                     ($ million)
                                                                               
      Consolidated statement of income
      Other income.................................           805          1,416         2,221
      Share of profits of JVs and associated undertakings   1,600         (1,600)           --
      Exceptional items before taxation............           220            (24)          196
      Inventory holding gains (losses).............           728           (229)          499
      Interest expense.............................         1,770           (218)        1,552
      Taxation.....................................         4,972           (219)        4,753
      Profit for the year..........................        11,870             --        11,870




                                                              Year ended December 31, 1999
                                                         ---------------------------------------
                                                               As                        US GAAP
                                                         reported  Reclassification presentation
                                                         --------  ---------------- ------------
                                                                     ($ million)
                                                                               
      Consolidated statement of income
      Other income.................................           414          1,399         1,813
      Share of profits of JVs and associated undertakings   1,158         (1,158)           --
      Exceptional items before taxation............        (2,280)             1        (2,279)
      Inventory holding gains (losses).............         1,728           (547)        1,181
      Interest expense.............................         1,316           (201)        1,115
      Taxation.....................................         1,880           (104)        1,776
      Profit for the year..........................         5,008             --         5,008




                                                              Year ended December 31, 1998
                                                         ---------------------------------------
                                                               As                        US GAAP
                                                         reported  Reclassification presentation
                                                         --------  ---------------- ------------
                                                                     ($ million)
                                                                               
      Consolidated statement of income
      Other income.................................           709            808         1,517
      Share of profits of JVs and associated undertakings   1,347         (1,347)           --
      Exceptional items before taxation............           850            (85)          765
      Inventory holding gains (losses).............        (1,391)           330        (1,061)
      Interest expense.............................         1,177           (162)        1,015
      Taxation.....................................         1,520           (132)        1,388
      Profit for the year..........................         3,220             --         3,220


(b)   Income statement

      The  income  statement   prepared  under  UK  GAAP  shows  sub-totals  for
      replacement  cost profit before  interest and tax,  historical cost profit
      before  interest and tax and profit after  taxation.  These line items are
      not recognized under US GAAP.


                                      F - 72

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43-- US generally accepted accounting principles (continued)

(c)   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  businesses  and  fixed  assets  and  fundamental
      restructuring  charges.  Under  US GAAP  these  items  are  classified  as
      operating income or expenses.

(d)   Impairment

      Both  UK  and  US  GAAP  require  that   long-lived   assets  and  certain
      identifiable  intangibles to be held and used by an entity be reviewed for
      impairment  whenever events or changes in circumstances  indicate that the
      carrying amount of an asset may not be recoverable.  US GAAP requires,  in
      performing  the review for  recoverability,  the  entity to  estimate  the
      future  cash flows  expected  to result  from the use of the asset and its
      eventual  disposition.  If the  sum  of the  expected  future  cash  flows
      (undiscounted  and without  interest  charges)  is less than the  carrying
      amount of the asset,  an  impairment  loss is  recognized.  Otherwise,  no
      impairment  loss is  recognized.  Measurement  of an  impairment  loss for
      long-lived  assets and identifiable  intangibles that an entity expects to
      hold and use is based on the fair value of the assets.

      For UK GAAP to the extent that the carrying amount exceeds the recoverable
      amount,  that is the higher of net realizable value and value in use (fair
      value) the fixed asset is written down to its recoverable amount.

      No UK/US GAAP adjustment was required for impairment.

(e)   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.  Under US GAAP (i)  environmental
      liabilities  are discounted  only where the timing and amounts of payments
      are   fixed   and   reliably   determinable   and  (ii)   provisions   for
      decommissioning  are  provided  on a  unit-of-production  basis over field
      lives.

      The  adjustments  for  decommissioning   expense,   interest  expense  and
      decommissioning  and  environmental  provisions arise from the differences
      between the UK and US GAAP bases for determining provisions.

(f)   Deferred taxation

      Under the UK GAAP restricted  liability method,  deferred taxation is only
      provided  where  timing   differences  are  expected  to  reverse  in  the
      foreseeable  future.  Under US GAAP  deferred  taxation  is  provided  for
      temporary  differences  between the financial  reporting basis and the tax
      basis of the Group's assets and liabilities at enacted tax rates.

      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 for fixed assets, depreciation and deferred taxation arise
      from the  difference  between  the UK GAAP and US GAAP bases for  deferred
      taxation.


                                      F - 73


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43-- US generally accepted accounting principles (continued)

(f)   Deferred taxation (concluded)

      At December  31, 2000,  the  adjustment  to the  carrying  amount of fixed
      assets was $8,367  million  ($1,210  million at December 31, 1999) and the
      related  deferred tax liability $8,336 million ($1,145 million at December
      31, 1999).  The charge for depreciation in 2000 in respect of these assets
      was $706 million  (1999 $115 million and 1998 $123 million) and the credit
      for taxation  $672 million (1999 $91 million and 1998 $256  million).  The
      UK/US GAAP adjustment for deferred taxation may be summarized as follows:



                                                                                         2000       1999
                                                                                       ------     ------
                                                                                          ($ million)

                                                                                             
      Increase in provision from restricted liability to gross potential liability      7,862      5,356
      Tax liability resulting from business combination.............................    8,336      1,145
      Net tax asset on sale and leaseback of Chicago office building,
        severance costs, and other adjustments......................................     (355)      (419)
                                                                                       ------     ------
                                                                                       15,843      6,082
                                                                                       ======     ======


      The major  components of deferred tax  liabilities and assets on a US GAAP
      basis were as follows:



                                                                                           December 31,
                                                                                       -----------------
                                                                                         2000       1999
                                                                                       ------     ------
                                                                                          ($ million)
                                                                                             
      Depreciation..........................................                          (21,299)   (11,394)
      Other taxable temporary differences...................                             (504)    (1,733)
                                                                                       ------     ------
      Total deferred tax liabilities........................                          (21,803)   (13,127)
                                                                                       ------     ------
      Petroleum revenue tax.................................                              337        332
      Decommissioning and other provisions..................                            2,610      2,362
      Tax credit and loss carry forward.....................                            1,713      1,726
      Other deductible temporary differences................                              297      1,141
                                                                                       ------     ------
      Gross deferred tax assets.............................                            4,957      5,561
      Valuation allowance...................................                             (819)      (299)
                                                                                       ------     ------
      Net deferred tax assets...............................                            4,138      5,262
                                                                                       ------     ------
      Net deferred tax liability*...........................                           17,665      7,865
                                                                                       ======     ======


- ----------
*     Primarily noncurrent.


                                      F - 74

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43-- US generally accepted accounting principles (continued)

(g)   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.

(h)   Sale and leaseback

      The sale and leaseback of the Amoco building in Chicago,  Illinois in 1998
      is  treated as a sale for UK GAAP  whereas  for US GAAP it is treated as a
      financing transaction.

      A  provision  was  recognized  under UK GAAP in 1999 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 has been reversed for US GAAP.

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

(i)   Dividends

      Under UK GAAP, dividends are recorded in the year 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.

(j)   Goodwill

      The goodwill  recognized on the acquisition of ARCO in 2000 for US GAAP is
      higher than for UK GAAP. The additional deferred tax liability  recognized
      for US GAAP is reflected  in a  corresponding  increase in goodwill.  This
      increase is partly offset by the lower  consideration for US GAAP compared
      with UK GAAP as a result of using BP share  prices on  different  dates to
      determine the respective considerations.

(k)   Debt retirement charges

      Under US GAAP  charges  arising on the early  retirement  of debt would be
      shown as an  extraordinary  item.  Under UK GAAP they are included  within
      interest expense.



                                      F - 75


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43-- US generally accepted accounting principles (continued)

      The following is a summary of the  adjustments  to profit for the year and
to BP shareholders' interest which would be required if US GAAP had been applied
instead of UK GAAP:

Profit for the year


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                      ($ million except
                                                                     per share amounts)

                                                                              
Profit as reported in the consolidated statement of income       11,870    5,008    3,220
Adjustments:
  Depreciation charge.................................             (766)     (81)     (76)
  Decommissioning and environmental expense...........             (338)    (165)    (131)
  Onerous property leases.............................              (42)     133       --
  Interest expense....................................              189      110      124
  Sale and leaseback of fixed assets..................               --      (37)    (211)
  Deferred taxation...................................             (790)    (378)     (72)
  Other...............................................               60        6      (28)
                                                                 ------   ------   ------
Profit for the year as adjusted to accord with US GAAP           10,183    4,596    2,826
Dividend requirements on preference shares............                2        2        1
                                                                 ------   ------   ------
Profit for the year applicable to ordinary shares as
  adjusted to accord with US GAAP.....................           10,181    4,594    2,825
                                                                 ======   ======   ======
Profit for the year as adjusted:
Per ordinary share - cents
  Basic...............................................            47.05    23.70    14.72
  Diluted.............................................            46.74    23.56    14.66
                                                                 ======   ======   ======
Per American Depositary Share - cents
  Basic...............................................           282.30   142.20    88.32
  Diluted.............................................           280.44   141.36    87.96
                                                                 ======   ======   ======


BP shareholders' interest


                                                                              December 31,
                                                                          -----------------
                                                                            2000       1999
                                                                          ------     ------
                                                                             ($ million)
                                                                               
BP shareholders' interest as reported in the consolidated balance sheet   73,416     43,281
Adjustments:
  Fixed assets....................................................         8,777      1,237
  Ordinary shares held for future awards to employees.............          (360)      (456)
  Sale and leaseback of Chicago office building...................          (413)      (413)
  Decommissioning and environmental provisions....................          (921)      (499)
  Onerous property leases.........................................           105        139
  Deferred taxation...............................................       (15,843)    (6,082)
  Fourth quarterly dividend.......................................         1,178        972
  Pension liability adjustment....................................          (145)      (144)
  Other...........................................................          (128)      (197)
                                                                          ------     ------
BP shareholders' interest as adjusted to accord with US GAAP......        65,666     37,838
                                                                          ======     ======





                                      F - 76


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43-- US generally accepted accounting principles (continued)

Comprehensive income


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



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                      ($ million)
                                                                              
Profit for the period as adjusted to accord with USGAAP          10,183    4,596    2,826
Currency translation differences.....................            (2,508)    (921)      55
Pension liability adjustment.........................                (1)      (1)     (33)
                                                                 ------   ------   ------
Comprehensive income.................................             7,674    3,674    2,848
                                                                 ======   ======   ======


      Accumulated  other  comprehensive  income at December  31, 2000  comprised
currency  translation  losses of $3,882 million (December 31, 1999 losses $1,374
million) and pension  liability  adjustments of $145 million  (December 31, 1999
$144 million).

Consolidated balance sheet

      Under  US  GAAP  Trade  and  Other  receivables  due  after  one  year  of
$4,610million  at December  31, 2000  ($3,455  million at  December  31,  1999),
included within current assets, would have been classified as noncurrent assets.
Borrowing  under  US  Industrial   Revenue/Municipal  Bonds  of  $1,671  million
(December 31, 1999 $1,376 million) included within current liabilities - falling
due within  one year  would  under US GAAP have been  classified  as  noncurrent
liabilities.  The  provision  for  deferred  taxation is primarily in respect of
noncurrent items.

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
(FRS1).  The  statement  prepared  under FRS1  presents  substantially  the same
information  as that  required  under FASB  Statement  of  Financial  Accounting
Standards No. 95 'Statement of Cash Flows' (SFAS 95).

      Under FRS1 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 FRS1 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
FRS1 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  FRS1.  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.


                                      F - 77

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43-- US generally accepted accounting principles (continued)

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



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                      ($ million)
                                                                              
Operating activities
Profit after taxation................................            11,962    5,146    3,283
Adjustments to reconcile profit after tax to net cash
  provided by operating activities:
  Depreciation and amounts provided..................             7,449    4,965    5,301
  Exploration expenditure written off................               264      304      373
  Share of (profit) losses of joint ventures and associated
    undertakings less dividends received.............              (377)    (232)     158
  Profit (loss) on sale of businesses and fixed assets             (196)     379     (963)
  Working capital (increase) decrease (a)............            (2,848)  (1,877)     380
  Other..............................................            (1,650)     215      (39)
                                                                 ------   ------   ------
Net cash provided by operating activities............            14,604    8,900    8,493
                                                                 ------   ------   ------
Investing activities
Capital expenditures.................................           (10,220)  (6,314)  (9,026)
Acquisitions.........................................            (6,265)    (102)    (314)
Investment in associated undertakings................              (985)    (197)    (396)
Net investment in joint ventures.....................              (218)    (750)     708
Proceeds from disposal of assets.....................            11,362    2,441    2,167
                                                                 ------   ------   ------
Net cash used in investing activities................            (6,326)  (4,922)  (6,861)
                                                                 ------   ------   ------
Financing activities
Proceeds from shares (repurchased) issued............            (2,039)     245     (423)
Proceeds from long-term financing....................             1,680    2,140    2,078
Repayments of long-term financing....................            (2,353)  (2,268)  (1,208)
Net (decrease) increase in short-term debt...........              (701)     837      (70)
Dividends paid -- Shareholders                                   (4,415)  (4,135)  (2,408)
               -- Minority shareholders..............               (24)    (151)    (130)
                                                                 ------   ------   ------
Net cash used in financing activities................            (7,852)  (3,332)  (2,161)
                                                                 ------   ------   ------
Currency translation differences relating to cash
  and cash equivalents...............................               (50)      15      (15)
                                                                 ------   ------   ------
Increase (decrease) in cash and cash equivalents.....               376      661     (544)
Cash and cash equivalents at beginning of year.......             1,455      794    1,338
                                                                 ------   ------   ------
Cash and cash equivalents at end of year.............             1,831    1,455      794
                                                                 ======   ======   ======
- ----------

(a) Working capital:
    Inventories (increase) decrease....................          (1,449)  (1,562)     584
    Receivables (increase) decrease....................          (5,501)  (3,854)   1,777
    Current liabilities (excluding finance debt)
      increase (decrease)..............................           4,102    3,539   (1,981)
                                                                 ------   ------   ------
                                                                 (2,848)  (1,877)     380
                                                                 ======   ======   ======



                                      F - 78


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43-- US generally accepted accounting principles (concluded)

Impact of new accounting standards

      Derivative instruments and hedging activities: In June 1998, the Financial
Accounting  Standards  Board (FASB)  issued  Statement  of Financial  Accounting
Standards No. 133 `Accounting for Derivative  Instruments and Hedging Activities
(`SFAS 133').  The effective  date of this standard was delayed for one year, to
accounting  periods  beginning  after June 15,  2000,  by Statement of Financial
Accounting Standards No.137,  `Accounting for Derivative Instruments and Hedging
Activities  - Deferral  of the  Effective  Date of FASB  Statement  No. 133 - an
amendment of FASB Statement  No.133',  issued in June 1999. SFAS 133 was further
amended  in June 2000 by the  issuance  of  Statement  of  Financial  Accounting
Standards No. 138,  `Accounting for Certain  Derivative  Instruments and Certain
Hedging  Activities - an amendment of SFAS 133'. SFAS 133, as amended,  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 certain criteria are met, SFAS 133 permits,
but does not require, hedge accounting.

      The Group's accounting  policies under UK GAAP do not satisfy the criteria
for hedge  accounting  under  SFAS 133.  The Group does not intend to modify its
practice under UK GAAP.

      All oil  price  derivatives  and all  derivatives  held  for  trading  are
currently  carried on the Group's  balance  sheet at fair value with  changes in
that  value  recognized  in  earnings  of  the  period.   For  those  derivative
instruments, there will be no impact of adopting SFAS 133 on the Group's results
of  operations  and  financial  position,  as  adjusted  to accord with US GAAP.
Certain  derviatives used to manage foreign currency risk and interest rate risk
that qualify for hedge  accounting  under UK GAAP will be marked to market under
SFAS 133.  For those  derivative  instruments,  the Company  estimates  that the
cumulative  effect  adjustment  on  adoption  of SFAS 133 would be an  after-tax
charge to the income  statement,  as  adjusted  to accord  with US GAAP,  of $18
million and an  after-tax  gain in other  comprehensive  income of $37  million.
Changes in the fair  value of those  derivatives  in  subsequent  periods  could
result in increased  volatility of results of operations,  as adjusted to accord
with US GAAP.  Because  the  Company  does not intend to modify  its  accounting
practice  to satisfy  the  criteria  for hedge  accounting  under SFAS 133,  the
Group's  results of  operations,  as adjusted  to accord with US GAAP,  will not
necessarily  be  representative  of the results it would  report if US GAAP were
used to prepare the  consolidated  financial  statements of the BP Group and the
Group sought to meet the hedge criteria of SFAS 133.

      Retirement  benefits:  In December 2000, the UK Accounting Standards Board
issued Financial Reporting Standard No.17 `Retirement Benefits' (`FRS17').  This
standard is fully  effective for accounting  periods ending on or after June 22,
2003. Certain of the disclosure  requirements are effective for periods prior to
2003. FRS17 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.  The
Company has not yet completed its  evaluation of the impact of adopting FRS17 on
the Group's results of operations and financial position.

      Accounting  policies:  In December 2000, the UK Accounting Standards Board
issued Financial Reporting Standard No. 18 `Accounting Policies' (`FRS18').  The
standard sets out the principles to be followed in selecting accounting policies
and the disclosures  required.  FRS18 is effective for accounting periods ending
on or after June 22, 2001.  Adoption of the standard  will have no impact on the
Group's results of operations or financial position.

      Deferred  taxation:  In December 2000, the UK Accounting  Standards  Board
issued  Financial  Reporting  Standard  No.19  `Deferred  Tax' (`FRS19').  The
standard  requires  that  deferred tax should be provided in full on most timing
differences.  FRS19 permits, but does not require,  discounting of deferred tax
assets and liabilities.  The standard is effective for accounting periods ending
on or after January 23, 2002.  The Company has not yet completed its  evaluation
of the  impact of FRS19 on the  Group's  results  of  operations  and  financial
position.

                                      F - 79



Note 44 -- Business and geographical analysis

      BP has four reportable  operating  segments -- Exploration and Production,
Gas  and  Power,   Refining  and  Marketing  and  Chemicals.   Exploration   and
Production's  activities  include  oil and  natural  gas  exploration  and field
development  and  production  (upstream  activities),   together  with  pipeline
transportation and natural gas processing (midstream activities).  Gas and Power
activities  include marketing and trading of natural gas, liquefied natural gas,
natural gas liquids and power,  the  development of  international  opportunties
that monetize  upstream gas resources and  involvement in select power projects.
The activities of Refining and Marketing  include oil supply and trading as well
as refining and marketing (downstream activities).  Chemicals activities include
petrochemicals manufacturing and marketing.

      The  Group  is  managed  on  a  unified  basis.  Reportable  segments  are
differentiated  by the  activities  that each  undertakes  and the products they
manufacture and market.

      The  accounting  policies  of  operating  segments  are the  same as those
described in Note 1,  Accounting  Policies.  Performance  is evaluated  based on
replacement  cost operating profit or loss,  which excludes  exceptional  items,
inventory  holding gains and losses,  interest income and expense,  taxation and
minority shareholders' interests.

      Sales between segments are made at prices that  approximate  market prices
taking into account the volumes involved.


                                      F - 80

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 44-- Business and geographical analysis (continued)

By business


                                                                                           Other
                                     Exploration     Gas      Refining                  business
                                             and     and           and                       and
                                      Production    Power    Marketing    Chemicals    corporate(a)    Eliminations    Total
                                     -----------    -----    ---------    ---------    ---------       ------------    -----
                                                                      ($ million)
2000
                                                                                                 
Group turnover -- third parties.....      14,155   15,735      106,892       11,031          249                 --  148,062
               --  sales between
                   businesses (b)...      16,787      346        5,923          216           --            (23,272)      --
                                          ------   ------      -------       ------      -------            -------   ------
                                          30,942   16,081      112,815       11,247          249            (23,272) 148,062
                                          ------   ------      -------       ------      -------            -------
Share of joint venture sales........                                                                                  13,764
                                                                                                                     -------
                                                                                                                     161,826
                                                                                                                     -------
Equity accounted income (c).........         613      162          599          184           42                       1,600
                                          ------   ------      -------       ------      -------                     -------
Total replacement cost operating
  profit (loss) (d).................      14,012      186        3,908          760       (1,110)                     17,756
Exceptional items (e)...............         119       --           99         (212)         214                         220
Inventory holding gains (losses)....           4       11          620           93           --                         728
                                          ------   ------      -------       ------      -------                     -------
Historical cost profit (loss) before
  interest and tax..................      14,135      197        4,627          641         (896)                     18,704
                                          ------   ------      -------       ------      -------                     -------
Total assets (f)....................      65,904    4,511       47,879       13,674       11,970                     143,938
Operating capital employed (g)......      56,500    1,735       29,066       11,008        1,486                      99,795
Depreciation and amounts provided (h)      5,156        6        1,756          704           91                       7,713
Capital expenditure and acquisitions (i)   6,383      279        8,750        1,585       30,616                      47,613



1999
Group turnover -- third parties.....       9,070    4,879       60,369        9,050          198                 --   83,566
               --  sales between
                   businesses (b)...      10,063      444        2,524          342           --            (13,373)      --
                                          ------   ------      -------       ------      -------            -------   ------
                                          19,133    5,323       62,893        9,392          198            (13,373)  83,566
                                          ------   ------      -------       ------      -------            -------
Share of joint venture sales........                                                                                  17,614
                                                                                                                     -------
                                                                                                                     101,180
                                                                                                                     -------
Equity accounted income (c).........         297      179          503          125           54                       1,158
                                          ------   ------      -------       ------      -------                     -------
Total replacement cost operating
  profit (loss) (d).................       6,983      211        1,840          686         (826)                      8,894
Exceptional items (e)...............      (1,111)      14         (334)        (257)        (592)                     (2,280)
Inventory holding gains (losses)....          (1)      --        1,613          116           --                       1,728
                                          ------   ------      -------       ------      -------                     -------
Historical cost profit (loss) before
  interest and tax..................       5,871      225        3,119          545       (1,418)                      8,342
                                          ------   ------      -------       ------      -------                     -------
Total assets (f)....................      44,967    1,682       27,248       13,021        2,643                      89,561
Operating capital employed (g)......      36,229    1,093       14,358       10,048        1,192                      62,920
Depreciation and amounts provided (h)      3,704        1          810          632          206                       5,353
Capital expenditure and acquisitions (i)   4,194       18        1,634        1,215          284                       7,345





                                      F - 81



                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 44-- Business and geographical analysis (continued)


                                                                                           Other
                                     Exploration     Gas      Refining                  business
                                             and     and           and                       and
                                      Production    Power    Marketing    Chemicals    corporate(a)    Eliminations    Total
                                     -----------    -----    ---------    ---------    ---------       ------------    -----
                                                                      ($ million)
1998
                                                                                                 
Group turnover -- third parties.....       7,416    4,800       46,625        9,312          151                 --   68,304
               --  sales between
                   businesses (b)...       8,664       --        1,812          379           48            (10,903)      --
                                          ------   ------      -------       ------      -------            -------   ------
                                          16,080    4,800       48,437        9,691          199            (10,903)  68,304
                                          ------   ------      -------       ------      -------            -------
Share of joint venture sales........                                                                                  15,428
                                                                                                                     -------
                                                                                                                      83,732
                                                                                                                     -------
Equity accounted income (c).........          87      157          852          150          101                       1,347
                                          ------   ------      -------       ------      -------                     -------
Total replacement cost operating
  profit (loss) (d).................       3,173       58        2,564        1,100         (374)                      6,521
Exceptional items (e)...............         380       16          394           43           17                         850
Inventory holding gains (losses)....         (17)      --       (1,228)        (146)          --                      (1,391)
                                          ------   ------      -------       ------      -------                     -------
Historical cost profit (loss) before
  interest and tax..................       3,536       74        1,730          997         (357)                      5,980
                                          ------   ------      -------       ------      -------                     -------
Total assets (f)....................      46,194    1,614       21,029       12,562        3,516                      84,915
Operating capital employed (g)......      37,537    1,282       12,563       10,178         (579)                     60,981
Depreciation and amounts provided (h)      4,271        1          790          497          115                       5,674
Capital expenditure and acquisitions (i)   6,223       95        1,937        1,606          501                      10,362


By geographical area



                                           United       Rest of              Rest of
                                          Kingdom(j)     Europe       USA      World   Eliminations     Total
                                       ----------     --------- --------- ----------   ------------     -----
                                                                       ($ million)
                                                                                    
2000
Group turnover -- third parties (k)......  34,430        18,642     70,255    24,735                  148,062
               -- sales between areas....  15,970         2,911      2,629     6,279        (27,789)       --
                                          -------       -------    -------   -------        -------   -------
                                           50,400        21,553     72,884    31,014        (27,789)  148,062
                                          -------       -------    -------   -------        -------
Share of joint venture sales............    3,314        12,316        270       686         (2,822)   13,764
                                                                                                      -------
                                                                                                      161,826
                                                                                                      -------
Equity accounted income (c).............      144           525        290       641                    1,600
                                          -------       -------    -------   -------                  -------
Total replacement cost operating
  profit (d) ................               3,773         2,013      7,296     4,674                   17,756
Exceptional items (e)........                  12           (19)       459      (232)                     220
Inventory holding gains (losses)              103           107        387       131                      728
                                          -------       -------    -------   -------                  -------
Historical cost profit before
  interest and tax...........               3,888         2,101      8,142     4,573                   18,704
                                          -------       -------    -------   -------                  -------
Total assets (f).............              35,713        14,584     62,141    31,500                  143,938
Operating capital employed (g)             20,093         7,087     43,758    28,857                   99,795
Capital expenditure and acquisitions (i)    7,438         2,041     34,037     4,097                   47,613



                                      F - 82

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 44-- Business and geographical analysis (continued)



                                           United       Rest of              Rest of
                                          Kingdom(j)     Europe       USA      World   Eliminations     Total
                                       ----------     --------- --------- ----------   ------------     -----
                                                                       ($ million)
                                                                                    
1999
Group turnover -- third parties (k)......  25,817         5,332     37,405    15,012                   83,566
               -- sales between areas....   4,406           641      1,381     4,453        (10,881)       --
                                          -------       -------    -------   -------        -------   -------
                                           30,223(k)      5,973(k)  38,786    19,465        (10,881)   83,566
                                          -------       -------    -------   -------        -------
Share of joint venture sales............    3,988        16,114        155       342         (2,985)   17,614
                                                                                                      -------
                                                                                                      101,180
                                                                                                      -------
Equity accounted income (c).............       48           619        198       293                    1,158
                                          -------       -------    -------   -------                  -------
Total replacement cost operating
  profit (d) ................               2,111         1,167      3,001     2,615                    8,894
Exceptional items (e)........                (237)         (258)      (983)     (802)                  (2,280)
Inventory holding gains (losses)              151           494        839       244                    1,728
                                          -------       -------    -------   -------                  -------
Historical cost profit before
  interest and tax...........               2,025         1,403      2,857     2,057                    8,342
                                          -------       -------    -------   -------                  -------
Total assets (f).............              22,867         8,865     38,223    19,606                   89,561
Operating capital employed (g)             14,298         4,884     27,426    16,312                   62,920
Capital expenditure and acquisitions (i)    1,518           831      2,963     2,033                    7,345


1998
Group turnover -- third parties (k)......  19,662         5,123     31,945    11,574                   68,304
               -- sales between areas....   2,848           700      1,215     2,458         (7,221)       --
                                          -------       -------    -------   -------        -------   -------
                                           22,510(k)      5,823(k)  33,160    14,032         (7,221)   68,304
                                          -------       -------    -------   -------        -------
Share of joint venture sales............    3,467        14,186         43       305         (2,573)   15,428
                                                                                                      -------
                                                                                                       83,732
                                                                                                      -------
Equity accounted income (c).............      135           904        125       183                    1,347
                                          -------       -------    -------   -------                  -------
Total replacement cost operating
  profit (d) ................               1,931         1,249      2,631       710                    6,521
Exceptional items (e)........                 (39)          106        511       272                      850
Inventory holding gains (losses)             (136)         (283)      (720)     (252)                  (1,391)
                                          -------       -------    -------   -------                  -------
Historical cost profit before
  interest and tax...........               1,756         1,072      2,422       730                    5,980
                                          -------       -------    -------   -------                  -------
Total assets (f).............              22,747         8,538     35,823    17,807                   84,915
Operating capital employed (g)             14,188         5,053     26,629    15,111                   60,981
Capital expenditure and acquisitions (i)    2,463         1,248      3,720     2,931                   10,362

- ----------

(a)   Other businesses and corporate  comprises  Finance,  BP Solar, the Group's
      coal asset and aluminium  asset, its investment in PetroChina and Sinopec,
      interest income and costs relating to corporate activities worldwide.

(b)   Sales and transfers  between  businesses  are made at market prices taking
      into account the volumes involved.

(c)   Equity  accounted  income  (loss)  represents  the Group's share of income
      (loss) before interest  expense and taxes of joint ventures and associated
      undertakings.

(d)   Total replacement cost operating profit (loss) is before inventory holding
      gains and  losses  and  interest  expense,  which is  attributable  to the
      corporate function.


                                      F - 83


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 44-- Business and geographical analysis (concluded)

(e)   Exceptional  items comprise profit on sale of businesses and sale of fixed
      assets of $220  million in 2000 (1999 $337  million  loss and 1998  $1,048
      million profit),  restructuring costs in 1999 of $1,943 million and merger
      expenses in 1998 of $198 million.

(f)   Total assets comprise fixed and current assets and include  investments in
      joint ventures and associated  undertakings analyzed between activities as
      follows:



                                                                                Other
                              Exploration     Gas    Refining              businesses
                                      and     and         and                     and
                               Production   Power   Marketing   Chemicals   corporate(a)    Total
                               ----------   -----   ---------   ---------  ----------       -----
                                                          ($ million)
                                                                          
     2000......................     5,093     744       1,220       1,155         127       8,339
                                    -----   -----       -----       -----       -----       -----
     1999......................     2,550     762       4,771       1,350         105       9,538
                                    -----   -----       -----       -----       -----       -----
     1998......................     2,588     828       4,345       1,281         125       9,167
                                    -----   -----       -----       -----       -----       -----


(g)   Operating  capital employed  comprises net assets before deducting finance
      debt and liabilities for current and deferred taxation.

(h)   Depreciation   consists  of  charges  for   depreciation,   depletion  and
      amortization  of property,  plant and equipment,  exploration  expense and
      amounts provided against fixed asset investments.

(i)   Capital  expenditure and acquisitions  includes $170 million in 2000 (1999
      $624 million and 1998 $620 million) for the BP/Mobil joint venture.

(j)   United  Kingdom area  includes the UK-based  international  activities  of
      Refining and Marketing.

(k)   Turnover  to third  parties  is stated by origin  which is not  materially
      different from turnover by destination.

Note 45-- Summarized financial information on associated  undertakings and joint
ventures

      A  summarized  statement  of income and assets  and  liabilities  based on
latest  information  available,  with  respect to the Group's  equity  accounted
associated undertakings and joint ventures, is set out below:



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2000     1999     1998
                                                                 ------   ------   ------
                                                                      ($ million)
                                                                              
Sales and other operating revenue....................            42,425   41,180   42,801
Gross profit.........................................             7,358    7,715    7,484
Profit for the year..................................             2,609    2,641      675
                                                                 ======   ======   ======




                                                                              December 31,
                                                                          -----------------
                                                                            2000       1999
                                                                          ------     ------
                                                                             ($ million)
                                                                               
Fixed and other assets...............................                     24,893     17,398
Current assets.......................................                     12,606     12,232
                                                                          ------     ------
                                                                          37,499     29,630
Current liabilities..................................                     (9,271)    (10,929)
Noncurrent liabilities...............................                    (10,628)    (5,876)
                                                                          ------     ------
Net assets...........................................                     17,600     12,825
                                                                          ======     ======


- ----------


                                      F - 84

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note  45-- Summarized financial information on associated undertakings and joint
           ventures (concluded)

      The more important associated undertakings and joint ventures of the Group
at December 31, 2000 and the percentage of equity capital owned or joint venture
interest are:


                                                        %     Country of operation    Principal activities
                                                        --    --------------------    --------------------
                                                                          
Associated undertakings
Abu Dhabi Marine Areas...........................       33    Abu Dhabi               Crude oil production
Abu Dhabi Petroleum..............................       24    Abu Dhabi               Crude oil production
China American Petroleum Co......................       50    Taiwan                  Chemicals
Erdolchemie......................................       50    Germany                 Chemicals
Ruhrgas..........................................       25    Germany                 Gas distribution
Rusia............................................       25    Russia                  Exploration and production
Sidanco (a)......................................       10    Russia                  Integrated oil operations
Joint ventures
CaTo Finance Partnership.........................       50    UK                      Finance
Empresa Petrolera Chaco..........................       30    Bolivia                 Exploration and production
Lukarco..........................................       46    Kazakhstan              Exploration and production, pipelines
Malaysia - Thailand Joint Development Area.......       25    Thailand                Exploration and production
Pan American Energy..............................       60    Argentina               Exploration and production
Unimar Company Texas (Partnership)...............       50    Indonesia               Exploration and production


- ----------

(a)   20% voting interest.



                                      F - 85

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries

     BP Amoco  p.l.c.  fully and  unconditionally  guarantees  certain  publicly
issued debt of its 100% owned  subsidiary  BP America Inc. BP Amoco p.l.c.  also
fully and  unconditionally  guarantees the payment obligations of its 100% owned
subsidiary BP Exploration  (Alaska) Inc. under the BP Prudhoe Bay Royalty Trust.
The following financial  information for BP Amoco p.l.c., BP America Inc. and BP
Exploration   (Alaska)   Inc.  and  all  other   subsidiaries   on  a  condensed
consolidating  basis is  intended  to  provide  investors  with  meaningful  and
comparable  financial  information  about BP  Amoco  p.l.c.  and its  subsidiary
issuers of debt  securities and is provided  pursuant to Rule 3-10 of Regulation
S-X in lieu of the separate  financial  statements of each subsidiary  issuer of
public debt  securities.  Investments  include the  investments in  subsidiaries
recorded under the equity method for the purposes of the condensed consolidating
financial  information.  Equity income of  subsidiaries  is the Group's share of
replacement cost operating profit related to such investments.  The eliminations
and  reclassifications  column  includes the necessary  amounts to eliminate the
intercompany balances and transactions between BP Amoco p.l.c., BP America Inc.,
BP Exploration (Alaska) Inc. and other subsidiaries.


Income statement


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 2000

Turnover ....................                     --         2,665          --           161,826                (2,665)  161,826
Less: Joint ventures.........                     --            --          --            13,764                    --    13,764
                                             -------       -------     -------           -------               -------   -------
Group turnover...............                     --         2,665          --           148,062                (2,665)  148,062
Replacement cost of sales....                     --         1,126          --           123,162                (2,772)  121,516
Production taxes.............                     --           276          --             1,785                    --     2,061
                                             -------       -------     -------           -------               -------   -------
Gross profit.................                     --         1,263          --            23,115                   107    24,485
Distribution and administration
 expenses....................                     --            25         603             7,907                    --     8,535
Exploration expense..........                     --            26          --               573                    --       599
                                             -------       -------     -------           -------               -------   -------
                                                  --         1,212        (603)           14,635                   107    15,351
Other income.................                     21           (12)        545               791                  (540)      805
                                             -------       -------     -------           -------               -------   -------
Group replacement cost
 operating profit............                     21         1,200         (58)           15,426                  (433)   16,156
Share of profits of joint ventures                --            --          --               808                    --       808
Share of profits of associated undertakings       --            --          --               792                    --       792
Equity accounted income of subsidiaries       12,730           282      18,155                --               (31,167)       --
                                             -------       -------     -------           -------               -------   -------
Total replacement cost
 operating profit............                 12,751         1,482      18,097            17,026               (31,600)   17,756
Profit (loss) on sale of businesses              (11)           --      26,049               (90)              (25,816)      132
Profit (loss) on sale of fixed assets            452            (1)         88               111                  (562)       88
                                             -------       -------     -------           -------               -------   -------
Replacement cost profit
 before interest and tax.....                 13,192         1,481      44,234            17,047               (57,978)   17,976
Inventory holding gains (losses)                 438            (6)        728               728                (1,160)      728
                                             -------       -------     -------           -------               -------   -------
Historical cost profit
 before interest and tax.....                 13,630         1,475      44,962            17,775               (59,138)   18,704
Interest expense.............                  1,338            22       2,203             2,201                (3,994)    1,770
                                             -------       -------     -------           -------               -------   -------
Profit before taxation.......                 12,292         1,453      42,759            15,574               (55,144)   16,934
Taxation ....................                  3,513           552       4,972             4,699                (8,764)    4,972
                                             -------       -------     -------           -------               -------   -------
Profit after taxation........                  8,779           901      37,787            10,875               (46,380)   11,962
Minority shareholders' interest                   --            --          --                92                    --        92
                                             -------       -------     -------           -------               -------   -------
Profit for the year..........                  8,779           901      37,787            10,783               (46,380)   11,870
                                             =======       =======     =======           =======               =======   =======




                                      F - 86

                    NOTES TO FINANCIAL STATEMENTS (continued)

Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (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         Issuer   Guarantor
                                          -------------------------------------
                                                               BP                                  Eliminations
                                        BP America    Exploration   BP Amoco           Other                and        BP
                                               Inc.  (Alaska) Inc.     p.l.c.   subsidiaries  reclassifications     Group
                                        ----------   ------------    --------   ------------  -----------------    ------
                                                                             ($ million)
                                                                                                       
For the year ended December 31, 2000

 Profit as reported..........                8,779           901      37,787          10,783            (46,380)   11,870
 Adjustments:
 Depreciation charge.........                 (699)          (54)       (766)           (714)             1,467      (766)
 Decommissioning and environmental expense    (156)          (31)       (338)           (307)               494      (338)
 Onerous property leases.....                  (42)           --         (42)            (42)                84       (42)
 Interest expense............                  127             9         189             180               (316)      189
 Sale and leaseback of fixed assets              3            --          --              --                 (3)       --
 Deferred taxation...........                 (854)           10        (790)           (684)             1,528      (790)
 Other.......................                   --            --          60              60                (60)       60
                                           -------       -------     -------         -------            -------   -------
Profit for the year as adjusted to
 accord with US GAAP.........                7,158           835      36,100           9,276            (43,186)   10,183
                                           =======       =======     =======         =======            =======   =======




                                      F - 87



                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (continued)

Income statement


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 1999

Turnover ....................                     --         2,065          --           101,180                (2,065)  101,180
Less: Joint ventures.........                     --            --          --            17,614                    --    17,614
                                             -------       -------     -------           -------               -------   -------
Group turnover...............                     --         2,065          --            83,566                (2,065)   83,566
Replacement cost of sales....                     --         1,487          --            69,214                (2,086)   68,615
Production taxes.............                     --           272          --               745                    --     1,017
                                             -------       -------     -------           -------               -------   -------
Gross profit.................                     --           306          --            13,607                    21    13,934
Distribution and administration
 expenses....................                     65            36         473             5,490                    --     6,064
Exploration expense..........                     --            22          --               526                    --       548
                                             -------       -------     -------           -------               -------   -------
                                                 (65)          248        (473)            7,591                    21     7,322
Other income.................                      2            --         465               410                  (463)      414
                                             -------       -------     -------           -------               -------   -------
Group replacement cost
 operating profit............                    (63)          248          (8)            8,001                  (442)    7,736
Share of profits of joint ventures                --            --          --               555                    --       555
Share of profits of associated undertakings       --            --          --               603                    --       603
Equity accounted income of subsidiaries        5,555           134       9,206                --               (14,895)       --
                                             -------       -------     -------           -------               -------   -------
Total replacement cost
 operating profit............                  5,492           382       9,198             9,159               (15,337)    8,894
Profit (loss) on sale of businesses                2            --         356               339                  (334)      363
Profit (loss) on sale of fixed assets            252            --        (700)             (700)                  448      (700)
Restructuring costs..........                 (1,263)          (61)     (1,943)           (1,799)                3,123    (1,943)
                                             -------       -------     -------           -------               -------   -------
Replacement cost profit
 before interest and tax.....                  4,483           321       6,911             6,999               (12,100)    6,614
Inventory holding gains (losses)                 859            40       1,728             1,728                (2,627)    1,728
                                             -------       -------     -------           -------               -------   -------
Historical cost profit
 before interest and tax.....                  5,342           361       8,639             8,727               (14,727)    8,342
Interest expense.............                    985            41       1,758             1,741                (3,209)    1,316
                                             -------       -------     -------           -------               -------   -------
Profit before taxation.......                  4,357           320       6,881             6,986               (11,518)    7,026
Taxation ....................                    803            78       1,880             1,775                (2,656)    1,880
                                             -------       -------     -------           -------               -------   -------
Profit after taxation........                  3,554           242       5,001             5,211                (8,862)    5,146
Minority shareholders' interest                   --            --          --               138                    --       138
                                             -------       -------     -------           -------               -------   -------
Profit for the year..........                  3,554           242       5,001             5,073                (8,862)    5,008
                                             =======       =======     =======           =======               =======   =======





                                      F - 88



                    NOTES TO FINANCIAL STATEMENTS (continued)


Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (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         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 1999

 Profit as reported..........                  3,554           242       5,001             5,073                (8,862)    5,008
 Adjustments:
 Depreciation charge.........                    (71)          (59)        (81)              (23)                  153       (81)
 Decommissioning and environmental expense       (13)           13        (165)             (178)                  178      (165)
 Onerous property leases.....                    133            --         133               133                  (266)      133
 Interest expense............                     68            11         110                99                  (178)      110
 Sale and leaseback of fixed assets              (37)           --         (37)              (37)                   74       (37)
 Deferred taxation...........                    (79)           79        (378)             (422)                  422      (378)
 Other.......................                     --            --           6                 6                    (6)        6
                                             -------       -------     -------           -------               -------   -------
Profit for the year as adjusted to
 accord with US GAAP.........                  3,555           286       4,589             4,651                (8,485)    4,596
                                             =======       =======     =======           =======               =======   =======





                                      F - 89

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (continued)

Income statement


                                              Issuer         Issuer  Guarantor
                                          -------------------------------------
                                                                 BP                                   Eliminations
                                          BP America    Exploration   BP Amoco           Other                 and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.   subsidiaries   reclassifications     Group
                                          ----------   ------------    --------   ------------   -----------------    ------
                                                                       ($ million)
                                                                                                             
For the year ended December 31, 1998

Turnover ....................                     --          1,702         --          83,732              (1,702)   83,732
Less: Joint ventures.........                     --             --         --          15,428                  --    15,428
                                             -------        -------    -------         -------             -------   -------
Group turnover...............                     --          1,702         --          68,304              (1,702)   68,304
Replacement cost of sales....                     --          1,328         --          56,735              (1,793)   56,270
Production taxes.............                     --            241         --             363                  --       604
                                             -------        -------    -------         -------             -------   -------
Gross profit.................                     --            133         --          11,206                  91    11,430
Distribution and administration
 expenses....................                      9              5        255           5,775                  --     6,044
Exploration expense..........                     --             17         --             904                  --       921
                                             -------        -------    -------         -------             -------   -------
                                                  (9)           111       (255)          4,527                  91     4,465
Other income.................                      6             (4)       556             707                (556)      709
                                             -------        -------    -------         -------             -------   -------
Group replacement cost
 operating profit............                     (3)           107        301           5,234                (465)    5,174
Share of profits of joint ventures                --             --         --             825                  --       825
Share of profits of associated undertakings       --             --         --             522                  --       522
Equity accounted income of subsidiaries        3,024            (23)     6,622              --              (9,623)       --
                                             -------        -------    -------         -------             -------   -------
Total replacement cost
 operating profit............                  3,021             84      6,923           6,581             (10,088)    6,521
Profit (loss) on sale of businesses               (1)            --        395             396                (395)      395
Profit (loss) on sale of fixed assets            636             --        653             653              (1,289)      653
Merger expenses..............                   (119)            --       (198)           (119)                238      (198)
                                             -------        -------    -------         -------             -------   -------
Replacement cost profit
 before interest and tax.....                  3,537             84      7,773           7,511             (11,534)    7,371
Inventory holding gains (losses)                (767)           (96)    (1,391)         (1,390)              2,253    (1,391)
                                             -------        -------    -------         -------             -------   -------
Historical cost profit
 before interest and tax.....                  2,770            (12)     6,382           6,121              (9,281)    5,980
Interest expense.............                    960             27      1,642           1,627              (3,079)    1,177
                                             -------        -------    -------         -------             -------   -------
Profit before taxation.......                  1,810            (39)     4,740           4,494              (6,202)    4,803
Taxation ....................                    553             21      1,520           1,522              (2,096)    1,520
                                             -------        -------    -------         -------             -------   -------
Profit after taxation........                  1,257            (60)     3,220           2,972              (4,106)    3,283
Minority shareholders' interest                   --             --         --              63                  --        63
                                             -------        -------    -------         -------             -------   -------
Profit for the year..........                  1,257            (60)     3,220           2,909              (4,106)    3,220
                                             =======        =======    =======         =======             =======   =======



                                      F - 90

                    NOTES TO FINANCIAL STATEMENTS (continued)

Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (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         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 1998

 Profit as reported..........                  1,257           (60)      3,220            2,909                 (4,106)    3,220
 Adjustments:
 Depreciation charge.........                    (65)          (46)        (76)             (32)                   143       (76)
 Decommissioning and environmental expense       (30)           --        (131)            (131)                   161      (131)
 Interest expense............                     87             4         124              120                   (211)      124
 Sale and leaseback of fixed assets             (211)           --        (211)            (211)                   422      (211)
 Deferred taxation...........                   (322)          (64)        (72)              83                    303       (72)
 Other.......................                     --            --         (28)             (28)                    28       (28)
                                             -------       -------     -------           -------               -------   -------
Profit for the year as adjusted to
 accord with US GAAP.........                    716          (166)      2,826            2,710                 (3,260)    2,826
                                             =======       =======     =======           =======               =======   =======





                                      F - 91


                    NOTES TO FINANCIAL STATEMENTS (continued)


Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (continued)

Balance sheet


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
At December 31, 2000

Fixed assets
Intangible assets............                     --           512          --            16,381                    --    16,893
Tangible assets..............                      7         5,942          --            69,224                    --    75,173
Investments
   Joint ventures............                     --            --          --             2,884                    --     2,884
   Associated undertakings...                     --            --           3             5,452                    --     5,455
   Other.....................                     --            --         360             3,054                    --     3,414
   Subsidiaries - equity accounted basis      63,718           619      77,826                --              (142,163)       --
                                             -------       -------     -------           -------               -------   -------
                                              63,718           619      78,189            11,390              (142,163)   11,753
                                             -------       -------     -------           -------               -------   -------
Total fixed assets...........                 63,725         7,073      78,189            96,995              (142,163)  103,819
                                             -------       -------     -------           -------               -------   -------
Current assets
Business held for resale.....                     --            --          --               636                    --       636
Inventories..................                     --            75          --             9,159                    --     9,234
Receivables - amounts falling due:
   Within one year...........                  1,135         1,344       3,929            23,086                (5,686)   23,808
   After more than one year..                  5,872         8,689      19,466             5,782               (35,199)    4,610
Investments..................                     --            --          --               661                    --       661
Cash at bank and in hand.....                     (2)          (32)          2             1,202                    --     1,170
                                             -------       -------     -------           -------               -------   -------
                                               7,005        10,076      23,397            40,526               (40,885)   40,119
                                             -------       -------     -------           -------               -------   -------
Current liabilities - amounts falling
 due within one year
Finance debt.................                  6,848            --          --             6,418                (6,848)    6,418
Other payables...............                     85           973       2,582            35,556                (8,467)   30,729
                                             -------       -------     -------           -------               -------   -------
Net current assets (liabilities)                  72         9,103      20,815            (1,448)              (25,570)    2,972
                                             -------       -------     -------           -------               -------   -------
Total assets less current liabilities         63,797        16,176      99,004            95,547              (167,733)  106,791
Noncurrent liabilities
Finance debt.................                     --         1,150          --            14,772                (1,150)   14,772
Other payables...............                  1,099         4,275         178            24,091               (24,420)    5,223
Provisions for liabilities
 and charges
Deferred taxation............                     --            (5)         --             1,827                    --     1,822
Other........................                     49           269         197            10,458                    --    10,973
                                             -------       -------     -------           -------               -------   -------
Net assets...................                 62,649        10,487      98,629            44,399              (142,163)   74,001
Minority shareholders' interest - equity          --            --          --               585                    --       585
                                             -------       -------     -------           -------               -------   -------
BP Shareholders' interest....                 62,649        10,487      98,629            43,814              (142,163)   73,416
                                             =======       =======     =======           =======               =======   =======






                                      F - 92



                    NOTES TO FINANCIAL STATEMENTS (continued)


Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (continued)

Balance sheet (continued)


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
At December 31, 2000

Capital and reserves
Capital shares...............                      8            --      5,653                --                     (8)    5,653
Paid in surplus..............                 30,440         3,145      3,770                --                (33,585)    3,770
Merger reserve...............                     --            --     26,172               697                     --    26,869
Other reserves...............                     --            --        456                --                     --       456
Retained earnings............                 32,201         7,342     62,578            43,117               (108,570)   36,668
                                             -------       -------     -------           -------               -------   -------
                                              62,649        10,487     98,629            43,814               (142,163)   73,416
                                             =======       =======     =======           =======               =======   =======



      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         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
Shareholders' interest as reported            62,649         10,487     98,629            43,814              (142,163)   73,416
Adjustments:
 Fixed assets................                  8,757            566      8,777             8,215               (17,538)    8,777
 Ordinary shares held for future
  awards to employees........                     --             --       (360)               --                    --      (360)
 Sale and leaseback of Chicago
  office building............                   (413)            --       (413)             (413)                  826      (413)
 Decommissioning and
  environmental provisions...                   (927)          (317)      (921)             (586)                1,830      (921)
 Onerous property leases.....                    105             --        105               105                  (210)      105
 Deferred taxation...........                (14,805)        (1,784)   (15,843)          (14,168)               30,757   (15,843)
 Fourth quarterly dividend...                     --             --      1,178                --                    --     1,178
 Pension liability adjustment                    (38)            --       (145)             (145)                  183      (145)
 Other.......................                    (34)            --       (128)             (128)                  162      (128)
                                             -------        -------     -------          -------               -------   -------
Shareholders' interest as adjusted
 to accord with US GAAP......                 55,294          8,952     90,879            36,694              (126,153)   65,666
                                             =======        =======     =======          =======               =======   =======






                                      F - 93



                    NOTES TO FINANCIAL STATEMENTS (continued)


Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (continued)


Balance sheet


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
At December 31, 1999

Fixed assets
Intangible assets............                     --            185         --             3,159                    --     3,344
Tangible assets..............                     37          6,144         --            46,450                    --    52,631
Investments
   Joint ventures............                     --             --         --             5,204                    --     5,204
   Associated undertakings...                     --             --          3             4,331                    --     4,334
   Other.....................                     --             --        456               115                    --       571
   Subsidiaries - equity accounted basis      28,565            504     34,191                --               (63,260)       --
                                             -------        -------    -------           -------               -------   -------
                                              28,565            504     34,650             9,650               (63,260)   10,109
                                             -------        -------    -------           -------               -------   -------
Total fixed assets...........                 28,602          6,833     34,650            59,259               (63,260)   66,084
                                             -------        -------    -------           -------               -------   -------
Current assets
Inventories..................                     --             81         --             5,043                    --     5,124
Receivables - amounts falling due:
   Within one year...........                    146          1,350      6,588            11,900                (6,637)   13,347
   After more than one year..                  7,069          8,988      2,645             4,644               (19,891)    3,455
Investments..................                     --             --         --               220                    --       220
Cash at bank and in hand.....                     (3)           (18)         3             1,349                    --     1,331
                                             -------        -------    -------           -------               -------   -------
                                               7,212         10,401      9,236            23,156               (26,528)   23,477
                                             -------        -------    -------           -------               -------   -------
Current liabilities - amounts falling
 due within one year
Finance debt.................                  8,090             --         --             4,900                (8,090)    4,900
Other payables...............                     28          1,635      1,076            25,135                (9,499)   18,375
                                             -------        -------    -------           -------               -------   -------
Net current assets (liabilities)                (906)         8,766      8,160            (6,879)               (8,939)      202
                                             -------        -------    -------           -------               -------   -------
Total assets less current liabilities         27,696         15,599     42,810            52,380               (72,199)   66,286
Noncurrent liabilities
Finance debt.................                     --          1,150         --             9,644                (1,150)    9,644
Other payables...............                  1,141          4,516         62             4,315                (7,789)    2,245
Provisions for liabilities and charges
Deferred taxation............                    112             (8)        --             1,679                    --    1,783
Other........................                     --            355        171             7,746                    --    8,272
                                             -------        -------    -------           -------               -------   -------
Net assets...................                 26,443          9,586     42,577            28,996               (63,260)   44,342
Minority shareholders' interest - equity          --             --         --             1,061                    --     1,061
                                             -------        -------    -------           -------               -------   -------
BP Shareholders' interest....                 26,443          9,586     42,577            27,935               (63,260)   43,281
                                             =======        =======    =======           =======               =======   =======





                                      F - 94



                    NOTES TO FINANCIAL STATEMENTS (continued)


Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (continued)

Balance sheet (continued)


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
At December 31, 1999

Capital and reserves
Capital shares...............                      6            --       4,892                --                    (6)    4,892
Paid in surplus..............                  3,015         3,145       3,684                --                (6,160)    3,684
Merger reserve...............                     --            --          --               697                    --       697
Retained earnings............                 23,422         6,441      34,001            27,238               (57,094)   34,008
                                             -------       -------     -------           -------               -------   -------
                                              26,443         9,586      42,577            27,935               (63,260)   43,281
                                             =======       =======     =======           =======               =======   =======



      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         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
Shareholders' interest as reported            26,443         9,586      42,577            27,935               (63,260)   43,281
Adjustments:
 Fixed assets................                  1,269           850       1,237               409                (2,528)    1,237
 Ordinary shares held for future
  awards to employees........                     --            --        (456)               --                    --      (456)
 Sale and leaseback of Chicago
  office building............                   (413)           --        (413)             (413)                  826      (413)
 Decommissioning and
  environmental provisions...                   (908)         (473)       (499)              (25)                1,406      (499)
 Onerous property leases.....                    139            --         139               139                  (278)      139
 Deferred taxation...........                 (4,756)       (1,800)     (6,082)           (4,513)               11,069    (6,082)
 Fourth quarterly dividend...                     --            --         972                --                    --       972
 Pension liability adjustment                    (50)           --        (144)             (144)                  194      (144)
 Other.......................                    (37)           --        (197)             (197)                  234      (197)
                                             -------       -------     -------           -------               -------   -------
Shareholders' interest as adjusted
  to accord with US GAAP.......               21,687         8,163      37,134            23,191               (52,337)   37,838
                                             =======       =======     =======           =======               =======   =======




                                      F - 95

                    NOTES TO FINANCIAL STATEMENTS (continued)


Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (continued)


Cash flow statement


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 2000
Net cash inflow (outflow) from
 operating activities........                   (467)         1,683    (12,830)            8,425                 23,605   20,416
Dividends from joint ventures                     --             --         --               645                     --      645
Dividends from associated
 undertakings................                     --             --         --               394                     --      394
Dividends from subsidiaries..                    899             --        793                --                 (1,692)      --
Net cash inflow (outflow) from servicing
 of finance and returns on investments           (13)            (1)       431            (1,309)                    --     (892)
Tax paid ....................                   (470)          (754)         5            (4,979)                    --   (6,198)
Net cash inflow (outflow) for capital
 expenditure and financial investment             (1)          (552)       (64)           (6,455)                    --   (7,072)
Net cash inflow for acquisitions
 and disposals...............                     12             45     18,118             6,295               (23,605)      865
Equity dividends paid........                     --             --     (4,415)           (1,692)                1,692    (4,415)
                                             -------        -------    -------           -------               -------   -------
Net cash inflow (outflow)....                    (40)           421      2,038             1,324                    --     3,743
                                             =======        =======    =======           =======               =======   =======
Financing....................                    (41)           435      2,039               980                    --     3,413
Management of liquid resources                    --             --         --               452                    --       452
Increase (decrease) in cash..                      1            (14)        (1)             (108)                   --      (122)
                                             -------        -------    -------           -------               -------   -------
                                                 (40)           421      2,038             1,324                    --     3,743
                                             =======        =======    =======           =======               =======   =======


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



                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
Net cash provided by
 operating activities........                    (51)           928    (11,601)            3,272                22,056    14,604
Net cash used in investing activities             11           (507)    18,054              (160)              (23,724)   (6,326)
Net cash used in financing activities             41           (435)    (6,454)           (2,672)                1,668    (7,852)
Currency translation differences
 relating to cash and cash equivalents.           --             --         --               (50)                   --       (50)
                                             -------        -------    -------           -------               -------   -------
Cash and cash equivalents
 at beginning of year........                     (3)           (18)         3             1,473                    --     1,455
                                             -------        -------    -------           -------               -------   -------
Cash and cash equivalents
 at end of year..............                     (2)           (32)         2             1,863                    --     1,831
                                             =======        =======    =======           =======               =======   =======



                                      F - 96

                    NOTES TO FINANCIAL STATEMENTS (continued)


Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (continued)

Cash flow statement


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 1999
Net cash inflow from
 operating activities........                     23           739         282            10,455                (1,209)   10,290
Dividends from joint ventures                     --            --          --               949                    --       949
Dividends from associated
 undertakings................                     --            --          --               219                    --       219
Dividends from subsidiaries..                     --            --       4,577                --                (4,577)       --
Net cash inflow (outflow) from servicing
 of finance and returns on investments            (4)           --         438            (1,437)                   --    (1,003)
Tax paid ....................                    (66)          (62)       (119)           (1,013)                   --    (1,260)
Net cash outflow for capital expenditure
 and financial investment....                     --          (393)        (77)           (4,915)                   --    (5,385)
Net cash inflow (outflow) for acquisitions
 and disposals...............                     11             1      (1,209)              231                 1,209       243
Equity dividends paid........                     --            --      (4,135)           (4,577)                4,577    (4,135)
                                             -------       -------     -------           -------               -------   -------
Net cash inflow (outflow)....                    (36)          285        (243)              (88)                   --      (82)
                                             =======       =======     =======           =======               =======   =======
Financing....................                    (35)          273        (245)             (947)                   --      (954)
Management of liquid resources                    --            --          --               (93)                   --       (93)
Increase in cash.............                     (1)           12           2               952                    --       965
                                             -------       -------     -------           -------               -------   -------
                                                 (36)          285        (243)              (88)                   --       (82)
                                             =======       =======     =======           =======               =======   =======



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



                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
Net cash provided by
 operating activities..........                  (47)          677       5,178             8,947                (5,855)    8,900
Net cash used in investing activities             11          (392)     (1,286)           (4,684)                1,429    (4,922)
Net cash used in financing activities             35          (273)     (3,890)           (3,630)                4,426    (3,332)
Currency translation differences relating
 to cash and cash equivalents..                   --            --          --                15                    --        15
                                             -------       -------     -------           -------               -------   -------
Cash and cash equivalents
 at beginning of year.......                      (2)          (30)          1               825                    --       794
                                             -------       -------     -------           -------               -------   -------
Cash and cash equivalents
 at end of year.............                      (3)          (18)          3             1,473                    --     1,455
                                             =======       =======     =======           =======               =======   =======




                                      F - 97


                    NOTES TO FINANCIAL STATEMENTS (continued)


Note  46-- Condensed   consolidating   information  on  certain  US Subsidiaries
           (continued)

Cash flow statement


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 1998
Net cash inflow (outflow) from
 operating activities........                      7          1,138     (2,038)           10,479                    --     9,586
Dividends from joint ventures                     --             --         --               544                    --       544
Dividends from associated
 undertakings................                     --             --         --               422                    --       422
Dividends from subsidiaries..                    251             --      2,716                --                (2,967)       --
Net cash inflow (outflow) from servicing
 of finance and returns on investments           (10)             1        459            (1,275)                   --      (825)
Tax paid ....................                   (120)          (378)       (30)           (1,177)                   --    (1,705)
Net cash outflow for capital expenditure
 and financial investment....                     (5)          (732)      (254)           (6,307)                   --    (7,298)
Net cash inflow for acquisitions
 and disposals...............                     19              4         --               755                    --       778
Equity dividends paid........                   (100)          (749)    (1,015)           (3,511)                2,967    (2,408)
                                             -------        -------    -------           -------               -------   -------
Net cash outflow.............                     42           (716)      (162)              (70)                   --      (906)
                                             =======        =======    =======           =======               =======   =======
Financing....................                     43           (752)      (161)              493                    --      (377)
Management of liquid resources                    --             --         --              (596)                   --      (596)
Increase in cash.............                     (1)            36         (1)               33                    --        67
                                             -------        -------    -------           -------               -------   -------
                                                  42           (716)      (162)              (70)                   --      (906)
                                             =======        =======    =======           =======               =======   =======



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



                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration   BP Amoco             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
Net cash provided by
 operating activities........                    128            761      1,107             8,993                (2,496)    8,493
Net cash used in investing activities             14           (728)      (254)           (5,552)                 (341)   (6,861)
Net cash used in financing activities           (143)             3       (854)           (4,004)                2,837    (2,161)
Currency translation differences relating
 to cash and cash equivalents.                    --             --         --               (15)                   --       (15)
                                             -------        -------     -------           -------               -------   -------
Cash and cash equivalents
 at beginning of year                             (1)           (66)         2             1,403                    --     1,338
                                             -------        -------     -------           -------               -------   -------
Cash and cash equivalents
 at end of year..............                     (2)           (30)         1               825                    --       794
                                             =======        =======     =======           =======               =======   =======



                                      F - 98



                      SUPPLEMENTARY OIL AND GAS INFORMATION
                                   (Unaudited)


      The following  tables show estimates of the Group's net proved reserves of
crude oil and natural gas at December 31,2000, 1999 and 1998.

Estimated net proved reserves of crude oil (a)


                                           United   Rest of               Rest of
                                          Kingdom    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                         (millions of barrels)
                                                                   
2000
Subsidiary undertakings
At January 1
  Developed............................     1,158       190     2,930         550     4,828
  Undeveloped..........................       183        95       932         497     1,707
                                         --------  --------  --------    --------  --------
                                            1,341       285     3,862       1,047     6,535
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......        17        50        40           5       112
  Purchases of reserves-in-place.......       146        --       554         441     1,141
  Extensions, discoveries and
    other additions....................         1        --       255         201       457
  Improved recovery....................       131        71       105          22       329
  Production...........................      (195)      (33)     (251)       (143)     (622)
  Sales of reserves-in-place...........       (49)       --    (1,372)        (23)   (1,444)
                                         --------  --------  --------    --------  --------
                                               51        88      (669)        503       (27)
                                         ========  ========  ========    ========  ========

At December 31
  Developed............................     1,138       213     2,150         817     4,318
  Undeveloped..........................       254       160     1,043         733     2,190
                                         --------  --------  --------    --------  --------
                                            1,392       373     3,193       1,550     6,508
                                         ========  ========  ========    ========  ========

Associated undertakings
BP share
At January 1..................................................................        1,037
  Net revisions and other additions...........................................           93
  Purchases of reserves-in-place..............................................           73
  Production..................................................................          (68)
                                                                                     ------
At December 31................................................................        1,135
                                                                                     ======
 Total Group and BP share of associated undertakings..........................        7,643
                                                                                     ======



                                      F - 99


                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Estimated net proved reserves of crude oil (a) (continued)


                                           United   Rest of               Rest of
                                          Kingdom    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                         (millions of barrels)
                                                                   
1999
Subsidiary undertakings
At January 1
  Developed............................     1,258       220     2,982         858     5,318
  Undeveloped..........................       270        51       979         686     1,986
                                         --------  --------  --------    --------  --------
                                            1,528       271     3,961       1,544     7,304
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......       (10)       12        11           1        14
  Purchases of reserves-in-place.......         6        --         4          --        10
  Extensions, discoveries and
    other additions....................         1        24       100          44       169
  Improved recovery....................        28        14        87          83       212
  Production...........................      (212)      (36)     (275)       (149)     (672)
  Sales of reserves-in-place...........        --        --       (33)       (476)     (509)
  Transfers from associated undertakings       --        --         7(d)       --         7
                                         --------  --------  --------    --------  --------
                                             (187)       14       (99)       (497)     (769)
                                         ========  ========  ========    ========  ========

At December 31
  Developed............................     1,158       190     2,930         550     4,828
  Undeveloped..........................       183        95       932         497     1,707
                                         --------  --------  --------    --------  --------
                                            1,341       285     3,862(b)(c) 1,047     6,535
                                         ========  ========  ========    ========  ========

Associated undertakings
BP share
At January 1..................................................................        1,128
  Net revisions and other additions...........................................          (21)
  Purchases of reserves-in-place..............................................           --
  Production..................................................................          (63)
  Transfers to subsidiary undertakings........................................           (7)(d)
                                                                                     ------
At December 31................................................................        1,037
                                                                                     ======
 Total Group and BP share of associated undertakings..........................        7,572
                                                                                     ======




                                      F - 100



                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Estimated net proved reserves of crude oil (a) (concluded)



                                           United   Rest of               Rest of
                                          Kingdom    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                         (millions of barrels)
                                                                   
1998
Subsidiary undertakings
At January 1
  Developed............................       779       241     3,039         916     4,975
  Undeveloped..........................       744        46     1,210         637     2,637
                                         --------  --------  --------    --------  --------
                                            1,523       287     4,249       1,553     7,612
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......       106        17       (90)        (76)      (43)
  Purchases of reserves-in-place.......         3        --        10           1        14
  Extensions, discoveries and
    other additions....................        38         4        57         222       321
  Improved recovery....................        80         1        69          32       182
  Production...........................      (189)      (38)     (283)       (141)     (651)
  Sales of reserves-in-place...........       (33)       --       (51)        (47)     (131)
                                         --------  --------  --------    --------  --------
                                                5       (16)     (288)         (9)     (308)
                                         ========  ========  ========    ========  ========

At December 31
  Developed............................     1,258       220     2,982         858     5,318
  Undeveloped..........................       270        51       979         686     1,986
                                         --------  --------  --------    --------  --------
                                            1,528       271     3,961(b)(c) 1,544     7,304
                                         ========  ========  ========    ========  ========

Associated undertakings
BP share
At January 1..................................................................        1,110
  Purchases of reserves-in-place..............................................           90
  Production..................................................................          (72)
                                                                                     ------
At December 31................................................................        1,128
                                                                                     ======
 Total Group and BP share of associated undertakings..........................        8,432
                                                                                     ======


- ----------

(a)   Crude oil includes natural gas liquids and condensate. Net proved reserves
      of crude oil exclude production royalties due to others.

(b)   Proved reserves in the Prudhoe Bay field in Alaska include an estimated 91
      million  barrels  (94  million  barrels at  December  31,  1999 and nil at
      December 31,  1998) upon which a net profits  royalty will be payable over
      the life of the field under the terms of the BP Prudhoe Bay Royalty Trust.

(c)   The  Group's  common  interest  in  Altura  Energy  was sold in 2000.  The
      minority  interest  in Altura  Energy  included  309  million  barrels  at
      December 31, 1999 and 280 million barrels at December 31, 1998.

Associated undertakings

(d)   Transfer from associated to subsidiary  undertakings  comprise reserves in
      Crescendo  Resources after the  acquisition of the majority  interest from
      Repsol-YPF.


                                      F - 101



                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)

Estimated net proved reserves of natural gas (a)



                                           United   Rest of               Rest of
                                          Kingdom    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                         (billions of cubic feet)
                                                                   
2000
At January 1
  Developed............................     3,354       282    10,439       6,423    20,498
  Undeveloped..........................       919        63     1,552      10,770    13,304
                                         --------  --------  --------    --------  --------
                                            4,273       345    11,991      17,193    33,802
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......       (17)       23       150         331       487
  Purchases of reserves-in-place.......     1,099        --     3,034       2,313     6,446
  Extensions, discoveries
    and other additions................       253        --       923       2,343     3,519
  Improved recovery....................        29        28       980          91     1,128
  Production...........................      (605)      (50)   (1,174)(b)    (916)   (2,745)
  Sales of reserves-in-place...........       (76)       --    (1,393)        (68)   (1,537)
                                         --------  --------  --------    --------  --------
                                              683         1     2,520       4,094     7,298
                                         ========  ========  ========    ========  ========
At December 31
  Developed............................     3,898       275    12,111       7,985    24,269
  Undeveloped..........................     1,058        71     2,400      13,302    16,831
                                         --------  --------  --------    --------  --------
                                            4,956       346    14,511      21,287    41,100
                                         ========  ========  ========    ========  ========

Associated undertakings
BP share
At January 1..................................................................        1,724
  Net revisions and other changes.............................................          427
  Purchases of reserves-in-place..............................................          763
  Production..................................................................          (96)
                                                                                     ------
At December 31................................................................        2,818
                                                                                     ======
 Total Group and BP share of associated undertakings..........................       43,918
                                                                                     ======




                                      F - 102


                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Estimated net proved reserves of natural gas (a) (continued)



                                           United   Rest of               Rest of
                                          Kingdom    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                         (billions of cubic feet)
                                                                   
1999
At January 1
  Developed............................     3,536       324     9,637       6,054    19,551
  Undeveloped..........................     1,107        38     1,658       8,647    11,450
                                         --------  --------  --------    --------  --------
                                            4,643       362    11,295      14,701    31,001
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......         1         9       215        (107)      118
  Purchases of reserves-in-place.......         3        --        --          12        15
  Extensions, discoveries
    and other additions................        79        34       417       3,296     3,826
  Improved recovery....................        22        --       242         299       563
  Production...........................      (475)      (60)     (907)(b)    (752)   (2,194)
  Sales of reserves-in-place...........        --        --      (143)       (256)     (399)
  Tranfers from associated undertakings        --        --       872(d)       --       872
                                         --------  --------  --------    --------  --------
                                             (370)      (17)      696       2,492     2,801
                                         ========  ========  ========    ========  ========
At December 31
  Developed............................     3,354       282    10,439       6,423    20,498
  Undeveloped..........................       919        63     1,552      10,770    13,304
                                         --------  --------  --------    --------  --------
                                            4,273       345    11,991(c)   17,193    33,802
                                         ========  ========  ========    ========  ========

Associated undertakings
BP share
At January 1..................................................................        1,766
  Net revisions and other changes.............................................          549
  Purchases of reserves-in-place..............................................          378
  Production..................................................................          (97)
  Transfers to subsidiary undertakings........................................         (872)(d)
                                                                                     ------
At December 31................................................................        1,724
                                                                                     ======
 Total Group and BP share of associated undertakings..........................       35,526
                                                                                     ======




                                      F - 103



                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Estimated net proved reserves of natural gas (a) (concluded)




                                           United   Rest of               Rest of
                                          Kingdom    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                         (billions of cubic feet)
                                                                   
1998
At January 1
  Developed............................     3,161       372    10,284       5,612    19,429
  Undeveloped..........................     1,868        50     1,819       7,208    10,945
                                         --------  --------  --------    --------  --------
                                            5,029       422    12,103      12,820    30,374
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......       (16)       --       161        (148)       (3)
  Purchases of reserves-in-place.......        --        --       104          37       141
  Extensions, discoveries and
    other additions....................       129        11       176       4,439     4,755
  Improved recovery....................        25        --       277          47       349
  Production...........................      (460)      (71)     (897)(b)    (665)   (2,093)
  Sales of reserves-in-place...........       (64)       --      (629)     (1,829)   (2,522)
                                         --------  --------  --------    --------  --------
                                             (386)      (60)     (808)      1,881       627
                                         ========  ========  ========    ========  ========
At December 31
  Developed............................     3,536       324     9,637       6,054    19,551
  Undeveloped..........................     1,107        38     1,658       8,647    11,450
                                         --------  --------  --------    --------  --------
                                            4,643       362    11,295(c)   14,701    31,001
                                         ========  ========  ========    ========  ========

Associated undertakings
BP share
At January 1..................................................................        1,748
  Net revisions and other changes.............................................           47
  Purchases of reserves-in-place..............................................           52
  Production..................................................................          (81)
                                                                                     ------
At December 31................................................................        1,766
                                                                                     ======
 Total Group and BP share of associated undertakings..........................       32,767
                                                                                     ======


- ----------

(a)   Net proved  reserves of natural gas exclude  production  royalties  due to
      others.

(b)   Includes  55  billion  cubic  feet of  natural  gas  consumed  in  Alaskan
      operations (1999, 77 billion cubic feet and 1998, 79 billion cubic feet).

(c)   The  Group's  common  interest  in  Altura  Energy  was sold in 2000.  The
      minority  interest in Altura  Energy  included  155 billion  cubic feet of
      natural  gas at December  31, 1999 and 117 billion  cubic feet at December
      31, 1998.

Associated Undertakings

(d)   Transfers from associated to subsidiary  undertakings comprise reserves in
      Crescendo  Resources after the  acquisition of the majority  interest from
      Repsol-YPF.


                                      F - 104


                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


      Standardized  measure of  discounted  future  net cash  flows and  changes
therein relating to proved oil and gas reserves

      The  following  tables set out the  standardized  measures  of  discounted
future net cash flows,  and changes  therein,  relating to crude oil and natural
gas production from the Group's  estimated proved reserves.  This information is
prepared in  compliance  with the  requirements  of FASB  Statement of Financial
Accounting  Standards  No.  69 --  'Disclosures  about  Oil  and  Gas  Producing
Activities'.

      Future  net  cash  flows  have  been  prepared  on the  basis  of  certain
assumptions which may or may not be realized. These include the timing of future
production,  the  estimation  of crude  oil and  natural  gas  reserves  and the
application  of year end crude oil and  natural gas prices and  exchange  rates.
Furthermore,  both reserve  estimates  and  production  forecasts are subject to
revision  as  further  technical  information  becomes  available  and  economic
conditions  change.  BP cautions  against relying on the  information  presented
because of the highly  arbitrary  nature of assumptions on which it is based and
its lack of comparability with the historical cost information  presented in the
financial statements.



                                               United   Rest of               Rest of
                                              Kingdom    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------
                                                                ($ million)
                                                                       
At December 31, 2000
Future cash inflows (a)................        43,800     9,400   187,200      94,100   334,500
Future production and development costs (b)    19,000     2,800    38,400      27,300    87,500
Future taxation (c)....................         7,100     4,700    45,600      27,100    84,500
                                             --------  --------  --------    --------  --------
Future net cash flows..................        17,700     1,900   103,200      39,700   162,500
10% annual discount (d)................         5,000       700    49,200      18,000    72,900
                                             --------  --------  --------    --------  --------
Standardized measure of discounted future
  net cash flows.......................        12,700     1,200    54,000      21,700    89,600
                                             ========  ========  ========    ========  ========

At December 31, 1999
Future cash inflows (a)................        42,400     7,900   101,500      49,500   201,300
Future production and development costs (b)    18,800     2,000    32,500      13,700    67,000
Future taxation (c)....................         5,900     4,200    23,300      15,800    49,200
                                             --------  --------  --------    --------  --------
Future net cash flows..................        17,700     1,700    45,700      20,000    85,100
10% annual discount (d)................         4,700       400    23,200       8,400    36,700
                                             --------  --------  --------    --------  --------
Standardized measure of discounted future
  net cash flows.......................        13,000     1,300    22,500      11,600    48,400
                                             ========  ========  ========    ========  ========

At December 31, 1998
Future cash inflows (a)................        27,100     3,700    44,800      36,500   112,100
Future production and development costs (b)    18,700     2,200    27,500      14,300    62,700
Future taxation (c)....................         2,000       800     3,100       9,900    15,800
                                             --------  --------  --------    --------  --------
Future net cash flows..................         6,400       700    14,200      12,300    33,600
10% annual discount (d)................         1,300       100     7,000       6,600    15,000
                                             --------  --------  --------    --------  --------
Standardized measure of discounted future
  net cash flows.......................         5,100       600     7,200       5,700    18,600
                                             ========  ========  ========    ========  ========



                                      F - 105



                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Standardized  measure of  discounted  future net cash flows and changes  therein
relating to proved oil and gas reserves (concluded)

      The  following  are the  principal  sources of change in the  standardized
measure of discounted  future net cash flows during the years ended December 31,
2000, 1999 and 1998:



                                                                       Years ended December 31,
                                                                      ------------------------
                                                                        2000     1999     1998
                                                                      ------   ------   ------
                                                                         ($ million)
                                                                                 
Sales and transfers of oil and gas produced, net of
  production costs......................................             (18,400) (12,600)  (6,500)
Development costs incurred during the year..............               4,500    2,900    4,700
Extensions, discoveries and improved recovery, less related costs     13,100    6,200    3,200
Net changes in prices and production costs (e)..........              51,100   47,900  (30,900)
Revisions of previous reserve estimates.................                 900    2,600       --
Net change in taxation..................................             (14,800) (18,000)  10,800
Future development costs................................              (2,400)    (200)  (1,000)
Net change in purchase and sales of reserves-in-place...               2,400     (900)    (200)
Addition of 10% annual discount.........................               4,800    1,900    3,500
                                                                      ------   ------   ------
Total change in the standardized measure during the year              41,200   29,800  (16,400)
                                                                      ======   ======   ======


- ----------

(a)   Future cash inflows are computed by applying  year-end oil and natural gas
      prices and exchange rates to future annual  production levels estimated by
      the Group's petroleum engineers.

(b)   Production  costs  (which  include  petroleum  revenue  tax in the UK) and
      development  costs  relating to future  production of proved  reserves are
      based on year-end cost levels and assume continuation of existing economic
      conditions. Future decommissioning costs are included.

(c)   Taxation is computed using appropriate year-end income tax rates.

(d)   Future net cash flows from oil and natural gas  production  are discounted
      at 10% regardless of the Group  assessment of the risk associated with its
      producing activities.

(e)   Net changes in prices and production costs includes the effect of exchange
      movements.

Associated undertakings

      In addition,  at December 31, 2000 the Group's  share of the  standardized
measure of discounted future net cash flows of associated  undertakings amounted
to $3,100  million  ($2,420  million at December  31,  1999 and $715  million at
December 31, 1998).


                                      F - 106


                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Operational and statistical information

      The following  tables  present  operational  and  statistical  information
related to production, drilling, productive wells and acreage.

Produced from own reserves

      The following  table shows crude oil and natural gas  production  from the
Group's own reserves for the years indicated:



                                               United   Rest of               Rest of
                                              Kingdom    Europe       USA       World     Total(d)
                                             --------  --------  --------    --------  --------
                                                         (thousand barrels per day)
                                                                       
Production for the year (a)
Crude oil (b)
2000...................................           534        90       729        575      1,928
1999...................................           580       100       804        577      2,061
1998...................................           518       105       841        585      2,049




                                               United   Rest of               Rest of
                                              Kingdom    Europe       USA       World     Total(e)
                                             --------  --------  --------    --------  --------
                                                         (million cubic feet per day)
                                                                       

Natural gas (c)
2000...................................         1,652       136     3,054       2,767     7,609
1999...................................         1,301       164     2,369       2,233     6,067
1998...................................         1,258       200     2,401       1,949     5,808


- ----------

(a)   All volumes are net of royalty.

(b)   Crude oil includes natural gas liquid and condensate.

(c)   Natural gas production excludes gas consumed in operations.

(d)   Includes  amounts  produced for the Group by  associated  undertakings  of
      186,000 b/d in 2000 (1999, 170,000 b/d and 1998, 208,000 b/d).

(e)   Includes amounts produced for the Group by associated  undertakings of 263
      mmcf/d in 2000 (1999, 264 mmcf/d and 1998, 221 mmcf/d).


                                      F - 107


                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)

Operational and statistical information (continued)

Productive oil and gas wells and acreage

      The following  tables show the number of gross and net  productive oil and
natural  gas wells and total gross and net  developed  and  undeveloped  oil and
natural  gas  acreage  in which the Group and its  associated  undertakings  had
interests  as of December  31,  2000.  A 'gross'  well or acre is one in which a
whole or fractional  working interest is owned,  while the number of 'net' wells
or acres is the sum of the whole or fractional  working interests in gross wells
or acres.  Productive wells are producing wells and wells capable of production.
Developed  acreage is the  acreage  within  the  boundary  of a field,  on which
development  wells have been drilled,  which could  produce the reserves;  while
undeveloped acres are those on which wells have not been drilled or completed to
a point that would permit the  production of commercial  quantities,  whether or
not such acres contain proved reserves.

Number of productive oil and gas wells



                                               United   Rest of               Rest of
                                              Kingdom    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------
                                                                          
At December 31, 2000
Oil wells (a) -- gross..............              494        71     9,341      10,185    20,091
              -- net................            225.9      26.5   3,500.5     3,022.5   6,775.4

Gas wells (b) -- gross..............              545        36    15,272       2,727    18,580
              -- net................            242.2      12.4   8,523.6     2,365.6  11,143.8


- ----------

(a)   Includes  approximately  2,400 gross (515.0 net) multiple completion wells
      (more than one formation producing into the same well bore).

(b)   Includes 1,508 gross (724.1 net) multiple completion wells.

(c)   If one of the multiple  completions  in a well is an oil  completion,  the
      well is classified as an oil well.

Oil and natural gas acreage


                                               United   Rest of               Rest of
                                              Kingdom    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------
                                                                          
At December 31, 2000                                         (thousands of acres)
Developed
  --gross..............................           691       128    13,039       6,296    20,154
  --net................................         338.1      43.7   6,522.5     2,168.0   9,072.3
Undeveloped (a)
  --gross..............................         2,712     4,088    10,061     121,258   138,119
  --net................................       1,248.5   1,505.1   6,224.8    49,462.0  58,440.4


- ----------

(a)   Undeveloped acreage includes leases and concessions.


                                      F - 108


                     SUPPLEMENTARY OIL AND GAS INFORMATION (Concluded)
                                   (Unaudited)


Net oil and gas wells completed or abandoned

      The following table shows the number of net productive and dry exploratory
and  development  oil and natural gas wells  completed or abandoned in the years
indicated by the Group and its associated undertakings. Productive wells include
wells in which  hydrocarbons  were encountered and the drilling or completion of
which,  in the case of exploratory  wells,  has been suspended  pending  further
drilling or  evaluation.  A dry well is one found to be  incapable  of producing
hydrocarbons in sufficient quantities to justify completion.



                                               United   Rest of               Rest of
                                              Kingdom    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------
2000
                                                                            
Exploratory
  --productive.........................           2.4       0.4      21.5        19.9      44.2
  --dry................................           0.0       1.3      12.4         7.2      20.9
Development
  --productive.........................          12.6       2.5     398.4       425.2     838.7
  --dry................................           1.9       0.0      45.7        23.4      71.0
1999
Exploratory
  --productive.........................           0.5       0.5       3.7        10.1      14.8
  --dry................................           1.1       0.9       1.4         6.6      10.0
Development
  --productive.........................          27.3       1.3     274.4       160.6     463.6
  --dry................................           1.7       0.3      10.5        15.4      27.9
1998
Exploratory
  --productive.........................           2.3       3.6      18.9        32.1      56.9
  --dry................................           2.1       2.1      12.1        22.4      38.7
Development
  --productive.........................          32.2       1.4     424.4       261.5     719.5
  --dry................................           1.1        --      16.7        30.6      48.4


Drilling and production activities in progress

      The following  table shows the number of exploratory  and  development oil
and  natural  gas wells in the  process  of being  drilled  by the Group and its
associated undertakings as of December 31, 2000. Suspended development wells and
long-term suspended exploratory wells are also included in the table.



                                               United   Rest of               Rest of
                                              Kingdom    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------
                                                                            
At December 31, 2000
Exploratory
  --gross..............................            2         1         24          29        56
  --net................................          0.7       0.2       16.6         5.7      23.2
Development
  --gross..............................           14         3         99          92       208
  --net................................          5.3       1.3       56.9        26.4      89.9



                                      F - 109

                                                                     SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS



                                                    Additions
                                              ----------------------
                                               Charged to   Charged to
                                  Balance at    costs and        other     Transfers/      Balance
                                  January 1,     expenses     accounts(a)  Deductions   December 31,
                                 ----------    ----------   ----------     ----------   -----------
                                                        ($ million)
                                                                      
2000
Fixed assets-- Investments (b)           309          252          (6)            (50)          505
                                  ==========   ==========  ==========      ==========    ==========
Doubtful debts (b)............           117           99         117              24           357
                                  ==========   ==========  ==========      ==========    ==========
Decommissioning provisions....         2,785          139         (23)            100(c)      3,001
                                  ==========   ==========  ==========      ==========    ==========

1999
Fixed assets-- Investments (b)           230           83          (2)             (2)          309
                                  ==========   ==========  ==========      ==========    ==========
Doubtful debts (b)............           126           12         (13)             (8)          117
                                  ==========   ==========  ==========      ==========    ==========
Decommissioning provisions....         3,310           80        (472)           (133)        2,785
                                  ==========   ==========  ==========      ==========    ==========

1998
Fixed assets-- Investments (b)            25          200          --               5           230
                                  ==========   ==========  ==========      ==========    ==========
Doubtful debts (b)............           130           35         (22)            (17)          126
                                  ==========   ==========  ==========      ==========    ==========
Decommissioning provisions....         3,201          130          10             (31)        3,310
                                  ==========   ==========  ==========      ==========    ==========


- ----------

(a)   Principally  currency  translations,  apart from 1999 for  decommissioning
      provisions which includes the impact of adopting FRS12.

(b)   Deducted in the balance sheet from the assets to which they apply.

(c)   Includes $484 million additional provisions in respect of acquisitions.


                                     S - 1