Exhibit 4(c)





                         THE BP AMERICA
                    CAPITAL ACCUMULATION PLAN


     (Amended and Restated Effective as of January 1, 1994)











FEBRUARY 1996                                          PLAN No. 035



                            PREAMBLE

     The  Internal  Revenue  Service  (IRS)  issued  a  favorable

determination  letter dated February 5, 1996 with regard  to  the

Plan,  provided that certain proposed amendments reviewed by  the

IRS are adopted and made effective as of January 1, 1994 or other

dates as required by law.  All such required amendments have been

incorporated into the Plan as amended and restated herein.


                          AMENDMENT TO
              BP AMERICA CAPITAL ACCUMULATION PLAN
                            PLAN 035

WHEREAS, BP America Inc. (the "Company") maintains the BP America
Capital Accumulation Plan (the "Plan");

WHEREAS, pursuant to Article XIV of the Plan, the Company has the
authority to amend the Plan, subject to its provisions;

NOW  THEREFORE,  the  Plan  is hereby amended,  effective  as  of
September 30, 1998 as follows:

1.   Appendix A of the Plan, Description of Classes or Groups  of
     Eligible  Employees, is replaced in its  entirety  with  the
     following Attachment.

The Plan remains otherwise without change.

IN WITNESS WHEREOF, the Company has adopted this amendment to the
Plan this 18th day of December, 1998.

                                   BP AMERICA INC.




                                   By:
                                   Steven W. Percy
                                   Chief Executive Officer


                           APPENDIX A

                COVERED EMPLOYMENT CLASSIFICATION

                        September 30,1998

The   following   groups  have  been  designated  as   employment

classifications eligible for participation in the Plan:

Participating Employer   Employment Classification
ACTIVE GROUPS:
BP America               Salaried staff (full-time, part-time &
                         regular part-time)
                         Secondees
                         Interns and Co-ops
BP Chemicals             Salaried staff (full-time, part-time &
                         regular part-time)
                         Secondees
                         Interns and Co-ops
                         BP Performance Polymers salaried staff
                         (full-time, part-time & regular part-
                         time)
                         BP PlasTec salaried staff & hourly
                         (full-time, part-time & regular part-
                         time)
                         Green Lake and Lima salaried staff
                         (full-time, part-time & regular part-
                         time)
                         Green Lake and Lima union hourly
BP Exploration           Gulf of Mexico salaried staff (full-
                         time, part-time & regular part-time)
                         Alaska salaried staff (full-time, part-
                         time & regular part-time)
ACTIVE GROUPS CONT:
                         Colombia salaried staff (full-time,
                         part-time & regular part-time)
                         North Slope salaried staff (full-time,
                         part-time & regular part-time)
                         Secondees
                         Interns and Co-ops
                         Gulf of Mexico production hourly
                         North Slope union hourly
BP Oil                   Salaried staff (full-time, part-time &
                         regular part-time)
                         Secondees
                         Interns and Co-ops
                         Salaried staff (full-time, part-time &
                           regular part-time) of:
                           Air BP
                           Alliance and Toledo Refineries
                           ANS Trading & Transportation
                           BP Marine
                           Commercial Marketing
                           Logistics
                           Oil Traders International
                           Oil Technology Network
                           Pipelines
                           Retail Marketing
                           Supply
                         Air BP hourly
                         Logistics hourly (excluding East Coast
                         District)
                         Pipeline hourly (excluding Woodbury
                         District)
TERMINATED EMPLOYEE GROUPS:
BP America               Alternate Fuels Technology salaried
                         staff (full-time, part-time & regular
                         part-time)
                         Alternate Energy Development salaried
                         staff (full-time, part-time & regular
                         part-time)
                         Kaldair salaried staff (full-time, part-
                         time & regular part-time)
                         Research salaried staff (full-time,
                         part-time, and regular part-time)
BP Chemicals             BP Performance Polymers of Rockport and
                         Visalia salaried staff (full-time, part-
                         time and regular part-time)
                         Filon/Silmar salaried staff (full-time,
                         part-time & regular part-time)
                         Filon/Silmar salaried staff of
                         Covington, Hawthorne and Jonesboro
                         (full-time, part-time & regular part-
                         time)
BP Coal                  Salaried staff of Basin Resources,
                         Blossom Coal, BP Coal, BP Coal America,
                         Franklin Coal, Franklin Coal Sales,
                         Hinch Coal, Kitt Energy, Mingo-Logan,
                         Old Ben, Old Ben Coal Sales, Pike Coal
                         (full-time, part-time and regular part-
                         time)
BP Exploration           Tex-Con salaried staff (full-time, part-
                         time & regular part-time)
                         Tex-Con hourly
BP Oil                   East Coast terminals and Woodbury
                         District pipeline salaried staff and
                         union and non-union hourly (full-time,
                         part-time & regular part-time)
                         Ferndale Refinery salaried staff (full-
                         time, part-time & regular part-time)
                         Gibbs hourly
TERMINATED EMPLOYEE GROUPS CONT:
                         Lake Charles Calciner salaried staff
                         and hourly
                         Lima Refinery salaried staff (full-
                         time, part-time & regular part-time
                         Lima Refinery clerical union hourly
                         Marcus Hook salaried staff (full-time,
                         part-time regular part-time)
                         Mountaineer Carbon salaried staff and
                         hourly
                         Truckstops of America salaried staff
                         (full-time, part-time & regular part-
                         time)
                         Truckstops of America general managers
                         Truckstops of America Profit Center
                         managers RRA
                         West Coast service station managers and
                         assistant managers - RRA
                         West Coast Terminals salaried staff and
                         hourly
BP Minerals              Amselco salaried staff
                         Kennecott salaried staff
Carborundum              Applied Composites St. Charles salaried
                         staff
                         Chief Executive
DWA Composite            Salaried staff (full-time, part-time &
Specialties              regular part-time)
Industrial Products      Chase Brass salaried staff


                          AMENDMENT TO
              BP AMERICA CAPITAL ACCUMULATION PLAN
                            PLAN 035


WHEREAS, BP America Inc. (the "Company") maintains the BP America
Capital Accumulation Plan (the "Plan");

WHEREAS,  pursuant to Article XIV of the Plan,  the  Company  has
authority to amend the Plan, subject to its provisions;

NOW,  THEREFORE,  the  Plan is hereby amended,  effective  as  of
August 10, 1998 (the "Closing  Date"),  in  accordance  with  the
Agreement  for  the Purchase and Sale of Lima Oil Refinery between
BP Exploration and Oil   Inc.  et.  al.,  and  Clark  Refining  and
Marketing  Inc. ("Clark"), dated July 1, 1998 (the "Agreement"):

     The  Accounts  and related liabilities of those Participants
     whose employment transferred on the Closing Date to Clark as
     a  result  of  the  Agreement (excluding the  BDO  Employees
     listed  on  Attachment A and any Participants  who  separate
     from service with Clark prior to the date of transfer) shall
     be  spun off from the Plan and shall be transferred  to  the
     Clark Retirement Savings Plan,

The Plan remains otherwise without change.

IN WITNESS WHEREOF, the Company has adopted this amendment to the
Plan this 15th day of December, 1998.



BP AMERICA INC.


By:                              By:
Iain C. Conn                     William E. Boswell
Senior Vice President, BP Oil    Plan Administrator


                          AMENDMENT TO
              BP AMERICA CAPITAL ACCUMULATION PLAN
                            PLAN 035


                          ATTACHMENT A



The  following  BDO  Employees' Accounts and related  liabilities
remained  in the Plan following the Closing Date, i.e., were  not
spun  off  from the Plan and transferred to the Clark  Retirement
Savings Plan effective as of the Closing Date:


Name                  Social Security Number
Gilbreath,  D. L.     ###-##-####

Simmonds,   T. D.     ###-##-####

Walsh, S. M.          ###-##-####


                          AMENDMENT TO
              BP AMERICA CAPITAL ACCUMULATION PLAN
                            PLAN 035


WHEREAS, BP America Inc. (the "Company") maintains the BP America
Capital Accumulation Plan (the "Plan");

WHEREAS,  pursuant to Article XIV of the Plan,  the  Company  has
authority to amend the Plan, subject to its provisions; and,

WHEREAS,   the   Company   intends  to  amend   the   eligibility
requirements of the Plan;

NOW, THEREFORE, the Plan is hereby amended, effective as of April
1, 1998, as follows:

1.   Section 2.1, "Eligibility Requirements," is amended to  read
     in its entirety as follows:

     Effective  for Employees with Employment Commencement  Dates
     on and after April 1, 1998, an Employee shall be eligible to
     participate   in  the  Plan  effective  on  his   Employment
     Commencement  Date;  provided  that  he  is  employed  in  a
     classification  listed  in Appendix  A.  Such  participation
     shall  become  effective upon satisfaction of  the  election
     requirements of Section 2.4.

     For  any Employee with an Employment Commencement Date prior
     to  April  1,  1998, such Employee shall become eligible  to
     participate  in the Plan as of the first pay date  after  he
     both  (i)  attains age 21, and (ii) completes a twelve-month
     period  of  employment during which he is credited  with  at
     least 1,000 Hours of Service.  The twelve-month period shall
     be   (a)   twelve  consecutive  months  commencing  on   the
     individual's Employment Commencement Date, or (b)  any  Plan
     Year  commencing  subsequent to that date.   Notwithstanding
     the  foregoing, any Employee who has not yet  satisfied  the
     conditions for eligibility to participate described  in  the
     preceding  two sentences shall, as of April 1, 1998,  become
     eligible   to   participate  in  the  Plan  effective   upon
     satisfaction  of the election requirements of  Section  2.4;
     provided  that he is employed in a classification listed  in
     Appendix A.

     Employees  covered  under a collective bargaining  agreement
     are  not  eligible  to participate in the Plan  unless  such
     agreement specifically provides for coverage by the Plan  or
     the  collective bargaining representative agrees  to  accept
     Plan  changes without the requirement of further  collective
     bargaining.

2.   Section  2.2,  "Reemployment," is amended  to  read  in  its
     entirety as follows:

     If  an  Employee  incurs a Severance Date at  any  time  and
     subsequently  has a Reemployment Date as an Employee  on  or
     after  April  1,  1998, such Employee shall be  eligible  to
     participate in the Plan effective on his Reemployment  Date;
     provided  that he is employed in a classification listed  in
     Appendix  A. Such participation shall become effective  upon
     satisfaction of the election requirements of Section 2.4.

     if  an  Employee incurs a Severance Date prior to  April  1,
     1998  and  is subsequently rehired as an Employee  prior  to
     April  1,  1998,  the  following  special  rules  apply   to
     eligibility for participation:

          (a)   If  an Employee has not yet satisfied the  Plan's
          eligibility requirements, incurs a Severance Date, and
          subsequently has a Reemployment Date prior to April  1,
          1998  and within the twelve-month period following  his
          original Employment Commencement Date, for purposes  of
          eligibility to participate, such Employee shall be
          treated  as if he had never incurred a Severance  Date;
          provided that he is employed in a classification listed
          in Appendix A.

          (b)   If  an Employee has not yet satisfied the  Plan's
          eligibility requirements, incurs a Severance Date,  and
          subsequently has a Reemployment Date prior to April  1,
          1998  and  after the twelve-month period following  his
          original Employment Commencement Date but within  seven
          years after such Severance Date, such Employee will  be
          eligible to participate in the Plan as of any pay  date
          following  the  Plan Year in which he  completes  1,000
          Hours  of  Service and is age 21; provided that  he  is
          employed  in  a  classification listed in  Appendix  A.

          Notwithstanding the foregoing, any Employee who has not
          yet   satisfied  the  conditions  for  eligibility   to
          participate described in the preceding sentence  shall,
          as  of April 1, 1998, become eligible to participate in
          the  Plan  effective upon satisfaction of the  election
          requirements  of  Section  2.4;  provided  that  he  is
          employed in a classification listed in Appendix A.

          (c)   If  an  Employee  has met the Plan's  eligibility
          requirements, is not yet vested in his Plan account  at
          the  time  he  incurs  a  Severance  Date  and  has   a
          Reemployment  Date prior to April 1, 1998 within  seven
          years  after  such  Severance Date,  such  Employee  is
          eligible to participate in the Plan as of any pay  date
          following  his Reemployment Date; provided that  he  is
          employed in a classification listed in Appendix A.

          (d)   If an Employee is vested in his Separate Accounts
          at  the  time he incurs a Severance Date, such Employee
          can resume participation in the Plan as of any pay date
          following a Reemployment Date prior to April  1,  1998;
          provided that he is employed in a classification listed
          in Appendix A.

          (e)   If  an  Employee is not vested  in  his  Separate
          Accounts  at  the time he incurs a Severance  Date  and
          does  not incur a Reemployment Date within seven  years
          after  such Severance Date and prior to April 1,  1998,
          such  Employee will be subject to the same  eligibility
          requirements that are applicable to a new Employee.

3.   Section  2.3, "Service in Non-Employee Capacity," is amended
     to read in its entirety as follows:

     For  purposes of this Article II for periods prior to  April
     1, 1998, all common law employment with the Affiliated Group
     (in  a  capacity other than as an Employee), or The  British
     Petroleum Company, p.l.c., or one of its subsidiaries, shall
     be  treated  as  if  such employment was  employment  as  an
     Employee for purposes of this Article II; provided, however,
     that  no person shall be eligible to participate in the Plan
     until he has satisfied the requirements of Section 2.1.

4.   Section  2.4, "Election to Participate," is amended to  read
     in its entirety as follows:

     On or after April 1, 1998, an Eligible Employee shall become
     a  Participant as soon as administratively practicable after
     his  Employment Commencement Date or Reemployment  Date,  as
     applicable,  if  he  has timely filed with  the  Company  an
     election,  in the form prescribed by the Plan Administrator,
     which contains:

          (a)   his authorization for his Employer to reduce  his
          Base  Pay in order to make Before-Tax Contributions  on
          his behalf in accordance with the provisions of Section
          3.1; and/or

          (b)  his authorization for his Employer to make payroll
          deductions from his Base Pay with respect to  After-Tax
          Contributions  in  accordance with  the  provisions  of
          Section 3.2; and

          (c)    his  election  as  to  the  investment  of   all
          contributions allocated to him in accordance  with  the
          provisions of Article VI.

     Prior to April 1, 1998, an Eligible Employee shall become  a
     Participant as of his Eligibility Date or any subsequent pay
     date, as applicable, if he has timely filed with the Company
     a  written  election,  in the form prescribed  by  the  Plan
     Administrator, which contains:

          (a)   his authorization for his Employer to reduce  his
          Base  Pay in order to make Before-Tax Contributions  on
          his behalf in accordance with the provisions of Section
          3.1; and/or

          (b)  his authorization for his Employer to make payroll
          deductions from his Base Pay with respect to  After-Tax
          Contributions  in  accordance with  the  provisions  of
          Section 3.2; and

          (c)    his  election  as  to  the  investment  of   all
          contributions allocated to him in accordance  with  the
          provisions of Article VI.

The Plan remains otherwise without change.

IN WITNESS WHEREOF, the Company has adopted this amendment to the
Plan on December 18, 1998.

                                   BP AMERICA INC.

                                   By
                                   Steven W. Percy
                                   Chief Executive Officer


                          AMENDMENT TO
              BP AMERICA CAPITAL ACCUMULATION PLAN
                          Plan No. 035

     WHEREAS,  BP America Inc. (the "Company"), desires to  amend
the  BP  America  Capital  Accumulation  Plan  (the  "Plan")   to
implement certain changes to the Investment Funds established and
maintained  under  the terms of the Plan and to  clarify  certain
terms used in the Plan;

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.    Appendix  B,  Investment Funds, is hereby  amended  as
follows:

     a.    Effective July 1, 1997, the following descriptions  of
     two new investment funds available to Participants are added
     to Appendix B:

          The  Wellesley Income Fund is a mutual fund that  seeks
          to  provide a high level of income, long-term growth of
          income  and moderate long-term growth of capital.   The
          fund's  assets  are divided between  bonds  and  common
          stocks.   It  is  offered and managed by  the  Vanguard
          Group.

          The  Index Trust - Small Capitalization Stock Portfolio
          ("Small  Cap  Portfolio") is a mutual fund  that  holds
          stocks of small U.S. companies, seeking to provide  the
          long-term  investment  growth of small-sized  companies
          with  results  that  parallel the  performance  of  the
          unmanaged  Russell 2000 Small Stock Index.   The  Small
          Cap  Portfolio is offered and managed by  the  Vanguard
          Group.

     b.    Effective July 1, 1997, The Quantitative Fund has been
     renamed "The Growth and Income Portfolio."

     c.    Effective October 1, 1997, The Fixed Income  Fund  has
     been renamed "The Income Fund."

     2.     In  order  to  clarify  the  Company's  long-standing
practice  and  intent with regard to calculation of the  Matching
Contributions, Section 3.3 is hereby amended to read as follows:

          3.3  Matching Contributions.  Subject to the provisions
     of  Section  3.4,  the  Employers  shall  pay,  as  soon  as
     practicable after the last day of each Plan Year quarter, to
     the Trustee as a Matching Contribution for investment in the
     Company Stock Fund an amount that is equal to 100 percent of
     the  sum  (limited  separately for each payroll  period)  of
     After-Tax and Before-Tax Contributions, not in excess of six
     percent  of  Base  Pay,  made on  behalf  of,  or  by,  each
     Participant  during such prior Plan Year quarter;  provided,
     however, that no Matching Contributions made with respect to
     a   year  on  behalf  of  a  Participant  shall  exceed  the
     limitations set forth in Article IV.

     3.    To  clarify the Company's long-standing  practice  and
intent, the definition of "Employee" in Section 1.1(19) is hereby
amended by addition of the following:

     Further, the term "Employee" shall not include a person  who
     is  a resident or nonresident alien of the United States and
     who  performs services under an expatriate or temporary duty
     policy of the Company or an Affiliate.

     4.    To  clarify the Company's long-standing  practice  and
intent  with  regard  to  restoration of  account  balances  upon
reemployment, Section 10.5 is hereby amended to read as follows:

     10.5  Buy-Back  and Restoration of Forfeited Amounts:  If  a
     Participant  terminates service and is entitled  to  receive
     the  value  of  his  vested account balance,  any  nonvested
     portion  of  the  account  balance  will  be  treated  as  a
     forfeiture.   A  Participant who so incurs a  forfeiture  of
     Matching Contributions and is subsequently reemployed within
     seven  years of his Severance Date shall have such forfeited
     amount  restored  to  his  Separate  Accounts,  along   with
     interest credited at the Income Fund rate of return over the
     period of the forfeiture, and invested in accordance with  a
     new investment election.  However, if such a Participant has
     received  a  distribution of part or all of his account,  he
     must repay, in cash, the full amount of such distribution on
     or before his final repayment date and such forfeited amount
     shall  be restored to his Separate Accounts and invested  in
     accordance with a new investment election.  In this case, no
     interest shall be accrued on such forfeited amount from  the
     time of the distribution until the time the distribution  is
     repaid.  Any restoration of Matching Contributions shall  be
     made  from  a special Company contribution which  shall  not
     constitute an Annual Addition within the meaning of  Section
     4A.   For  purposes of repaying the distribution amount  the
     "final  repayment date" shall be five years after the  first
     date on which he is subsequently reemployed.

     IN  WITNESS WHEREOF, the Company has adopted this  amendment
through  its  appropriate procedures this 19th day  of  December,
1997.

                                   BP AMERICA INC.


                                   By
                                   Steven W. Percy
                                   Chief Executive Officer


                                   By
                                   William E. Boswell
                                   Plan Administrator



                          AMENDMENT TO
              BP AMERICA CAPITAL ACCUMULATION PLAN


THIS  AMENDMENT to the BP America Capital Accumulation Plan  (the
"Plan") made by BP America Inc. (the "Company");

                        WITNESSETH THAT:

in  order  to  clarify the Company's long-standing  practice  and
intent,  particularly with regard to eligibility under  the  Plan
and responsibilities of the Plan Administrator, the definition of
"Employee"  in Section 1.1(19) is hereby amended by  addition  of
the following:

     The   term  "Employee"  shall  not  include  any  individual
     retained  by the Employer directly or through an  agency  to
     perform services for the Company or an Affiliate (for either
     a definite or indefinite duration) in the capacity of a fee-
     for-service worker or independent contractor or any  similar
     capacity  including, without limitation, any such individual
     who is or has been determined by a government entity, court,
     arbitrator  or  other third party to be an employee  of  the
     Company  or  an  Affiliate  for any  purpose  including  tax
     withholding, employment tax, employment law or for  purposes
     of  any  other  employee benefit plan of the Company  or  an
     Affiliate.   For  this  purpose, the  term  "fee-for-service
     worker"  is  not  a  specific  term  but  is  meant  to   be
     interpreted broadly in a generic sense.

IN WITNESS WHEREOF, the Company has adopted this amendment to the
Plan as of the 20th day of December, 1996.


By                                    By
S. W. Percy                           Robert F. Shockey
Chief Executive Officer               Plan Administrator


                          AMENDMENT TO
              BP AMERICA CAPITAL ACCUMULATION PLAN


THIS  AMENDMENT to the BP America Capital Accumulation Plan  (the
"Plan") made by BP America Inc. (the "Company"), effective  April
1, 1996;

                        WITNESSETH THAT:

Section  12.8(a)  is hereby amended in the entirety  to  read  as
follows:

     12.8 Expenses.  Expenses and costs of the Plan shall be paid
in the following manner:

     (a)   Except  as  otherwise provided in the  Plan  or  trust
     agreement,  all costs and expenses incurred in administering
     the  Plan,  including the expenses of the Plan Administrator
     and  Named  Fiduciary, the fees and expenses of the  Trustee
     and  its counsel, and other administrative expenses, she  be
     ratably  shared  by  the Employers on such  basis  as  shall
     otherwise   be   mutually  agreed  upon  or,  failing   such
     agreement,  as  shall  be determined  by  the  Company.   In
     addition to the provisions of Section 10.4, the Company  may
     determine  that such costs and expenses shall be  paid  from
     assets  of  the  Plan,  to the extent  available;  provided,
     however,  that  such payments shall not reduce  the  amounts
     already allocated to the Separate Account of any Participant
     or  the  earnings  already  accrued  on  any  such  Separate
     Account.

IN WITNESS WHEREOF, the Company has adopted this amendment to the
Plan effective as of the day and year first above written.



By
S. W. Percy
Chief Executive Officer


                         AMENDMENT NO. 2
              BP AMERICA CAPITAL ACCUMULATION PLAN


THIS  AMENDMENT to the BP America Capital Accumulation Plan  (the
"Plan")  made  by  BP  America  Inc. (the  "Company"),  effective
January 1, 1996

                        WITNESSETH THAT:

1.    Section 7.1 shall hereby be amended in its entirety to read
as follows:

     7.1  Vesting in Matching Contributions.  A Participant shall
be  100 percent vested in the Matching Contributions credited  to
his  Matching  Contributions account  as  well  as  all  earnings
credited to such Account, if:
     (a) such Participant is credited with at least five years
     of Vesting Service;

     (b)  such Participant attains age 65;

     (c)   such  Participant is declared mentally incompetent  or
     becomes permanently and totally disabled;

     (d)  such Participant dies;

     (e)    such   Participant's  employment   is   involuntarily
     terminated   due   to  an  involuntary  separation   program
     sponsored  by  the company, or as a result of  the  sale  or
     other  disposition  of  a subsidiary  or  division  or  part
     thereof of the Company (or an Affiliate of the Company); or,

     (f)   the  Company contracts to outsource a  particular  job
     function and a Participant continues to perform his  or  her
     same job function as an employee of the contractor company.

2.    Section  9.3  is  amended  by  addition  of  the  following
paragraph:

          Retired  Participants  or Terminated  Participants  may
          continue  to repay an outstanding loan under  the  same
          terms  and conditions as Active Participants.  However,
          the Plan reserves the right to charge a minimal fee for
          setting  up a coupon repayment system for such  Retired
          Participants or Terminated Participants.

3.   Section 9.4(c) is hereby deleted.

4.   Section 9.5(b) is modified to read as follows:

          In   the  event  of  death  of  the  Participant,   the
          Participant's  estate  must  pay  off  the  outstanding
          balance of the loan by certified check no later than 60
          days from the date of default

The Plan remains otherwise without change.

IN WITNESS WHEREOF, the Company has adopted this Amendment No.  2
to the Plan effective as of the day and year first above written.

                                   BP AMERICA INC.




                                   By
                                        Felix R. Strater
                                        Plan Administrator


                          AMENDMENT TO
              BP AMERICA CAPITAL ACCUMULATION PLAN
                          Plan No. 035


WHEREAS, BP America Inc., (the "Company") desires to amend the BP
America  Capital  Accumulation Plan  (the  "Plan")  to  implement
certain changes to the Funds established and maintained under the
terms  of the Plan and to permit Rollover Contributions from  the
BP America Retirement Accumulation Plan;

NOW, THEREFORE, the Plan is hereby amended as follows:

1.    Effective July 1, 1995, the following paragraphs are  added
to Section 3.5:

     Effective  July  1,  1995,  the Plan  will  accept  Rollover
     Contributions  from  the BP America Retirement  Accumulation
     Plan  ("RAP")  from Participants who retired  or  terminated
     January  1,  1995  or later and have not previously  made  a
     distribution election in RAP.  A fee of not less than $50.00
     for payment of outside administrative costs will be deducted
     from the rollover amount.  The Plan Administrator may review
     and adjust such fee from time to time.

     Rollover  Contributions from RAP may include the entire  RAP
     account where the balance is distributed as a single sum  or
     part of the RAP account where the balance is distributed  as
     annuity payments.

2.    Effective October 1, 1995, Appendix B, Investment Funds, is
hereby amended as
follows:

     a.     Two  new  investment  funds  will  be  available   to
     Participants:

          The  Fidelity  Blue Chip Growth Fund is a  mutual  fund
          which  seeks  to achieve long-term capital appreciation
          from  a  portfolio  of  equity  securities  issued   by
          established, recognized companies that are experiencing
          growth.

          The  J.  P.  Morgan Institutional International  Equity
          Fund  is  a mutual fund which seeks to provide  a  high
          total  return  from  a portfolio of  equity  securities
          (stocks)  of foreign corporations.  The Fund assumes  a
          long-term  investment  holding  period  to  pursue  its
          objective.

     b.    The  Balanced Fund will be transferred to The  INVESCO
     Total Return Fund:

          The  INVESCO Total Return Fund is a mutual  fund  which
          seeks  to  achieve  a high total return  on  investment
          through  capital  appreciation and  current  income  by
          investment  in  a combination of equity securities  and
          fixed  income securities.  The Fund's objective  is  to
          achieve reasonably consistent total returns over up and
          down  market  cycles Equity securities  will  generally
          consist of common stocks which are fisted on a national
          securities  exchange  and  which  usually  pay  regular
          dividends.  Fixed and variable income  securities  will
          generally consist of investments in obligations of  the
          U.S.  Government and U.S. Government agencies  maturing
          in three to five years, and under normal circumstances,
          in  corporate  debt  obligations  which  are  rated  by
          Moody's  or  Standard & Poor's in  their  four  highest
          ratings  of corporate obligations, or if not rated,  in
          securities  which  in the fund manager's  opinion  have
          investment  characteristics similar to those  described
          under such ratings.

     c.   The U.S. Government Bond Fund, which has been frozen to
     new  investment  since September 1990,  will  be  eliminated
     completely.    Any  investments  remaining   in   the   U.S.
     Government  Bond Fund will automatically be  transferred  to
     the Fixed Income Fund.

The Plan remains otherwise without change.

     IN  WITNESS WHEREOF, the Company has adopted this  amendment
through  its  appropriate procedures this 8th  day  of  December,
1995.

                                   BP America Inc.




                                   By
                                        Charles H. Bowman
                                        Chief Executive Officer




                                   By
                                        Felix R. Strater
                                        Plan Administrator



                         AMENDMENT NO. 1

              BP AMERICA CAPITAL ACCUMULATION PLAN

THIS  AMENDMENT to the BP America Capital Accumulation Plan  (the
"Plan") made by BP America Inc. (the "Company"), effective July 1, 1995;


                        WITNESSETH THAT:


1.    Section 3.5 shall hereby be amended in its entirety to read
as follows:

     "3.5 Rollover  Contributions.  An Employee  who  becomes  an
          Employee  after  the Effective Date and  who  does  not
          transfer directly from employment in any capacity  with
          an Employer or an Affiliate and who is entitled to make
          a  rollover  contribution  in accordance  with  Section
          402(c)(1)(B),    Section    403(a)(4)    or     Section
          408(d)(3)(A)(ii)  of  the Code, may  elect  to  make  a
          Rollover  Contribution to the Plan  by  delivering,  or
          causing  to be delivered, to the Trustee the assets  in
          cash  which  constitute such Rollover  Contribution  at
          such  time  or  times and in such manner  as  shall  be
          specified  by the Plan Administrator.  Upon receipt  by
          the  Trustee,  such assets shall be  deposited  in  the
          Investment Funds described in Article VI, in accordance
          with the Participant's investment election with respect
          to such Rollover Contributions.  The Trustee shall then
          credit  the  Rollover Account of such Participant  with
          the   amount  of  such  Rollover  Contribution.    Such
          Rollover Contribution by an Employee pursuant  to  this
          Section 3.5 shall not be deemed to be a contribution of
          such  Employee for purposes of Section 415 of the  Code
          and shall be fully vested in the Employee at all times.

          Notwithstanding   the  foregoing,  a  Participant   who
          terminated employment or retired on or after January 1,
          1995  with an Employer or an Affiliate, with an account
          in  the BP America Retirement Accumulation Plan ("RAP")
          and  an  account under this Plan, may elect to  make  a
          rollover contribution of such RAP account into the Plan
          provided it meets the requirements of a direct rollover
          contribution within the meaning of Treasury  Regulation
          Section 1.401(a)(31)-1, Q&A-3.  Such rollover shall  be
          made in the manner and in accordance with procedures as
          shall  be  specified  by  the  Plan  Administrator.   A
          Participant  who  elects to make  such  a  contribution
          shall deliver or cause to be delivered directly to  the
          Trustee,   the   assets  in  cash  which,   minus   any
          administrative  processing fee,  shall  constitute  the
          "RAP  Rollover  Contribution."  Upon  receipt  by   the
          Trustee, such RAP Rollover Contribution shall initially
          be  deposited  in  the Fixed Income Fund  described  in
          Article  VI  and  Appendix B. The  Trustee  shall  then
          credit  the  Rollover Account of such Participant  with
          the  amount  of  the  RAP Rollover  Contribution.   The
          Participant may elect to transfer funds from the  Fixed
          Income   Fund  in  accordance  with  the  Participant's
          investment elections pursuant to Section 6.4. Such  RAP
          Rollover Contribution by a Participant pursuant to this
          Section 3.5 shall not be deemed to be a contribution of
          such  Participant for purposes of Section  415  of  the
          Code  and  shall be fully vested in the Participant  at
          all times."

The Plan remains otherwise without change.

IN WITNESS WHEREOF, the Company has adopted this Amendment No.  1
to the Plan effective as of the day and year first above written.

                                   BP AMERICA INC.




                                   By
                                        Felix R. Strater
                                        Plan Administrator



                   TABLE OF CONTENTS

Section                                                  Page No.
                   ARTICLE I DEFINITIONS    3
1.1 Definitions                                                 3
1.2 Grammatical References                                     10

         ARTICLE II ELIGIBILITY AND PARTICIPATION     11
2.1 Eligibility Requirements                                   11
2.2 Reemployment                                               11
2.3 Service in Non-Employee Capacity                           12
2.4 Election to Participate                                    12

                ARTICLE III CONTRIBUTIONS     14
3.1 Before-Tax Contributions                                   14
3.2 After-Tax Contributions                                    14
3.3 Matching Contributions                                     15
3.4 Coordination of Before-Tax, After-Tax and Matching
  Contributions                                               15
3.5 Rollover Contributions                                     16
3.6 Effect of Plan Termination                                 17

           ARTICLE IV LIMITATIONS ON CONTRIBUTIONS 18
4A. Code Section 415                                           18
4A.1 Code Section 415 Governs                                  18
4A.2 Definitions                                               18
4A.3 Limitations on Contributions                              19
4A.4 Defined Benefit Plan Coverage                             20
4A.5 Elimination of Excess Annual Additions                    21
4B. Code Sections 402(g), 401(k) and 401(m)                    22
4B.1 Code Section 402(g) Limit                                 22
4B.2 Nondiscrimination Tests                                   23
4B.3 Correction of Excesses                                    25
4B.4 Special Rules                                             26

 ARTICLE V ESTABLISHMENT OF SEPARATE ACCOUNTS AND ADMINISTRATION
                     OF CONTRIBUTIONS    27
5.1 Separate Accounts                                          27
5.2 Account Balances                                           27
5.3 Notification                                               27
5.4 Delivery of Contributions                                  28
5.5 Allocation of Matching Contributions                       28
5.6 Crediting of Contributions                                 29
5.7 Changes in Reduction and Deduction Authorizations          29
5.8 Suspension of Contributions                                29



                      TABLE OF CONTENTS
                        (Continued)

Section                                                  Page No.
  ARTICLE VI ESTABLISHMENT OF FUNDS, DEPOSIT AND INVESTMENT OF
                        CONTRIBUTIONS  31
6.1 Establishment of Investment Funds                          31
6.2 Investment Direction of Contributions                      31
6.3 Investment of Contributions                                31
6.4 Election of Participants to Transfer Invested Amounts      32

                     ARTICLE VII VESTING 33
7.1 Vesting in Matching Contributions                          33
7.2 Reemployment                                               33
7.3 Vesting in Before-Tax and After-Tax Contributions          34
7.4 Election of Former Vesting Schedule                        34

           ARTICLE VIII WITHDRAWALS WHILE EMPLOYED 35
8.1 Withdrawal of After-Tax Contributions                      35
8.2 Withdrawal of Rollover Contributions                       35
8.3 Withdrawal of Company Matching Contributions               36
8.4 Withdrawal of Before-Tax Contributions                     36
8.5 Withdrawal on Account of Permanent and Total Disability    37

                     ARTICLE IX LOANS    38
9.1 Approval and Nature of Loans                               38
9.2 Terms and Conditions                                       38
9.3 Repayment of Loans                                         39
9.4 Default                                                    40
9.5 Default Remedies                                           40
9.6 Reemployment                                               41
9.7 Administration of Loans                                    41

 ARTICLE X DISTRIBUTIONS UPON RETIREMENT OR OTHER TERMINATION OF
                        EMPLOYMENT     42
10.1 Eligibility for Distribution                              42
10.2 Distributions                                             42
10.3 Forms of Distributions                                    46
10.4 Disposition of Forfeited Balances                         48
10.5 Buy-Back and Restoration of Forfeited Amounts             49
10.6 Payments to Incompetents or Minors                        49
10.7 Limitations on Commencement and Distribution of Benefit
  Payments                                                     50
10.8 Reemployment                                              51

                   ARTICLE XI BENEFICIARIES 52
11.1 Designation of Beneficiary                                52
11.2 Beneficiary in the Absence of Designated Beneficiary      52


                     TABLE OF CONTENTS
                       (Continued)
Section                                                  Page No.
11.3 Spousal Consent to Beneficiary Designation                53

                ARTICLE XII ADMINISTRATION    54
12.1 Plan Administrator and Named Fiduciary                    54
12.2 Duties of Plan Administrator and Named Fiduciary          54
12.3 Rules and Regulations                                     57
12.4 Trust Agreement and Trustee                               57
12.5 Determination of Benefits and Claims Review               58
12.6 Agency                                                    58
12.7 Records Conclusive                                        58
12.8 Expenses                                                  59
12.9 Qualified Domestic Relations Orders                       59

           ARTICLE XIII ASSETS HELD BY TRUSTEE     60
13.1 Assets Held by Trustee                                    60
13.2 Options, Rights, or Warrants                              60
13.3 Voting Rights                                             61
13.4 Cost and Proceeds of Securities Transactions              62
13.5 Brokerage Charges                                         62

           ARTICLE XIV AMENDMENT AND TERMINATION   63
14.1 Amendments                                                63
14.2 Limitation of Amendments                                  63
14.3 Termination                                               63
14.4 Withdrawal of an Employer                                 64
14.5 Corporate Reorganization                                  65

           ARTICLE XV MISCELLANEOUS PROVISIONS     66
15.1 No Commitment as to Employment                            66
15.2 Rights to Trust Assets                                    66
15.3 Precedent                                                 66
15.4 Duty to Furnish Information                               66
15.5 Merger, Consolidation, or Transfer of Plan Assets         67
15.6 Return of Contributions to Employers                      67
15.7 Filing of Notices and Plan Information                    68
15.8 Governing Law                                             68
15.9 Restriction on Alienation                                 68
15.10 Adoption by Subsidiaries                                 70
15.11 Rollovers to Other Plans or IRAs                         70
15.12 Administrative Corrections                               71

              ARTICLE XVI TOP-HEAVY PROVISIONS   72
16.1 Applicability                                             72
16.2 Top-Heavy Definitions                                     72


                       TABLE OF CONTENTS
                          (Continued)
Section                                                  Page No.
16.3 Accelerated Vesting                                       74
16.4 Minimum Matching Contribution                             75
16.5 Adjustments to Section 415 Limitations                    76
Appendix A: Covered Employment  Classification                 78
Appendix B: Investment Funds                                   82


                         The BP America

                    Capital Accumulation Plan

     (Amended and Restated Effective as of January 1, 1994)


     WHEREAS,  the  Company  and  its  predecessors  adopted  and
established a profit-sharing and savings plan (known as the Sohio
Employees  Investment Plan) as of July 1, 1952, for the exclusive
benefit  of  eligible employees of the Company and  participating
subsidiaries  of  the  Company with the purposes  of  encouraging
savings  by  employees  and  assisting  in  providing  retirement
income; and

     WHEREAS, that plan has been amended and restated on  several
occasions,  most recently as of April 1, 1986, wherein  the  plan
was  renamed the Standard Oil Company Savings and Investment Plan
("SIP"); and

     WHEREAS,  as a result of the collective bargaining  process,
the  Company determined that effective January 1, 1992, SIP would
cover only certain employees whose level of benefits were subject
to collective bargaining; and

     WHEREAS,  effective  as  of January  1,  1992,  the  Company
established, through a mirrored spin-off from SIP, the BP America
Capital  Accumulation  Plan  (hereinafter  referred  to  as   the
"Plan"),  for the benefit of those employees formerly covered  by
SIP  whose  level  of  benefits were not  subject  to  collective
bargaining.

     NOW  THEREFORE, the Company hereby amends and  restates  the
Plan  as  of  January  1,  1994, and where applicable,  effective
retroactively to such other dates as required by law or indicated
herein, as follows.


                            ARTICLE I

                           DEFINITIONS

     1.1   Definitions.   The following words  and  phrases  used

herein  shall have the meanings hereinafter set forth,  unless  a

different meaning is plainly required by the context:

          (1)   The term "Act" shall mean the Employee Retirement
     Income  Security Act of 1974, as amended from time to  time.
     Reference to a section of the Act shall include such section
     and  any  comparable  section  or  sections  of  any  future
     legislation  that  amends, supplements, or  supersedes  such
     section.

          (2)   The term "Affiliate" shall mean any member of any
     of  the  following groups if such group includes the Company
     (but  a  member  of  such  a group shall  be  considered  an
     "Affiliate" only during the period in which it  was  or  has
     been  such a member): (a) a controlled group of corporations
     within  the  meaning of Section 414(b) of the  Code;  (b)  a
     group  of trades or businesses (whether or not incorporated)
     that  are under common control within the meaning of Section
     414(c)  of the Code; (c) an affiliated service group  within
     the  meaning  of  Section 414(m)(2)  of  the  Code;  (d)  an
     affiliated  service  group within  the  meaning  of  Section
     414(m)(5) of the Code; or (e) any other group required to be
     aggregated  with  the Company pursuant to regulations  under
     Section 414(o) of the Code.

          (3)   The term "Affiliated Group" shall mean the  group
     of entities which are Affiliates.

          (4)   The  term  "After-Tax  Account"  shall  mean  the
     Separate Account to which the After-Tax Contributions  of  a
     Participant  are credited in accordance with the  provisions
     of Section 5.6.

          (5)   The  term  "After-Tax Contributions"  shall  mean
     contributions  made  by  a  Participant  to  the   Plan   in
     accordance with the provisions of Section 3.2.

          (6)   The term "Base Pay" shall mean the regular salary
     or  wages paid to an Employee for normally prescribed hours,
     payments  to  an Employee during sick leave (not  to  exceed
     twelve  consecutive months) or other leaves of absence,  and
     Before-Tax Contributions made under the Plan, but  generally
     excluding  unscheduled  overtime,  premiums,  bonuses,   and
     living  or  other allowances.  The Plan Administrator  shall
     review  the  pay practices of various operations covered  by
     the Plan in determining Base Pay, and any such determination
     shall be conclusive.  In the event a Participant is paid  in
     foreign  currency, each After-Tax or Before-Tax Contribution
     amount shall be based on the U.S. Base Pay.

          In  addition to other applicable limitations set  forth
     in  the Plan, and notwithstanding any other provision of the
     Plan  to  the contrary, (i) for Plan Years beginning  on  or
     after  January 1, 1989, the Base Pay of each employee  taken
     into  account  under  the Plan shall not  exceed  an  annual
     compensation  limit  of $200,000; and (ii)  for  Plan  Years
     beginning on or after January 1, 1994, the Base Pay of  each
     employee taken into account under the Plan shall not  exceed
     an  annual  compensation limit of $150,000, as such  amounts
     may  be  adjusted  for increases in the cost  of  living  in
     accordance with Code Section 401(a)(17).  The cost of living
     adjustment  in  effect for a calendar year  applies  to  any
     period, not exceeding 12 months, over which compensation  is
     determined (determination period) beginning in such calendar
     year.   If  a determination period for the Plan as  a  whole
     consists  of  fewer than 12 months, the annual  compensation
     limit  will  be multiplied by a fraction, the  numerator  of
     which  is the number of months in the determination  period,
     and the denominator of which is 12.  In determining the Base
     Pay  of  an  Employee for purposes of this  limitation,  the
     rules of Code Section 414(q)(6) shall apply, except that  in
     applying such rules, the term family shall include only  the
     spouse  of  the Employee and any lineal descendants  of  the
     Employee  who have not attained age 19 before the  close  of
     the Plan Year.

          (7)   The  Term  "Before-Tax Account"  shall  mean  the
     Separate Account to which the Before-Tax Contributions of  a
     Participant  are credited in accordance with the  provisions
     of Section 5.6.

          (8)  The term "Before-Tax Contributions" shall mean the
     contributions made on behalf of a Participant in  accordance
     with the provisions of Section 3.1 and of Section 401(k)  of
     the Code.

          (9)   The  term "Beneficiary" shall mean the person  or
     persons who, in accordance with the provisions of Article XI
     hereof,  shall be entitled to receive distribution hereunder
     in  the  event  a  Participant,  Terminated  Participant  or
     Retired Participant, dies before his interest under the Plan
     shall have been distributed to him in full.

          (10) The term "Board of Directors" shall mean the Board
     of  Directors of the Company, such committee of the Board of
     Directors  or such officer, officers, or other employees  of
     the Company duly authorized by the Board of Directors to act
     on its behalf with respect to the Plan.

          (11)  The  term "Code" shall mean the Internal  Revenue
     Code of 1986, as amended from time to time.  Reference to  a
     section  of  the  Code shall include such  section  and  any
     comparable  section  or sections of any  future  legislation
     that amends, supplements, or supersedes such section.

          (12)  The term "Company" shall mean BP America Inc.,  a
     Delaware  corporation,  its corporate  successors,  and  the
     surviving   corporation  resulting  from   any   merger   or
     consolidation of BP America Inc. with any other  corporation
     or corporations.

          (13)  The  term  "Company Stock"  shall  mean  American
     Depositary  Shares (each representing a number  of  ordinary
     shares) of The British Petroleum Company, p.l.c.

          (14)  The term "Company Stock Fund" shall mean the Fund
     established  and  maintained pursuant to the  provisions  of
     Section 6.1.

          (15)  The  term "Effective Date" shall mean January  1,
     1989,  or  such other dates as required by law or set  forth
     herein.

          (16)  The  term  "Eligibility  Date"  shall  mean   the
     earliest  date  on  which an Employee  becomes  an  Eligible
     Employee in accordance with the provisions of Article II.

          (17)  The  term  "Eligibility Service" shall  mean  the
     period  of  service with which an Employee  is  credited  in
     accordance  with  the  provisions of  Section  2.1  for  the
     purpose of determining his eligibility to participate in the
     Plan.

          (18)  The  term  "Eligible  Employee"  shall  mean   an
     Employee  of  an Employer who is employed on  or  after  the
     Effective  Date  in an employment classification  listed  in
     Appendix  A  and is eligible to participate in the  Plan  in
     accordance with the provisions of Article II.

          (19)  The  term  "Employee" shall mean any  common  law
     employee  of  the Company or an Affiliate, in an  employment
     classification  listed in Appendix A, excluding  any  person
     who  renders service to an Employer solely as a director  or
     an independent contractor, any casual employee or any person
     who is a nonresident alien and who receives no earned income
     within  the  meaning  of  Code  Section  911(d)(2)  from  an
     Employer  which constitutes income from sources  within  the
     United States, as defined in Code Section 861(a)(3).

          (20) The term "Employer" shall mean the Company or  any
     Subsidiary which adopts the Plan as herein provided, so long
     as the Subsidiary has not withdrawn from the Plan.  The term
     "Employer" shall also include The British Petroleum Company,
     p.l.c., or one of its subsidiaries; provided, however,  that
     employment   with  any  of  these  companies   is   preceded
     immediately  by employment with the Company or a  Subsidiary
     as described in the foregoing sentence.

          (21) The term "Employment Commencement Date" shall mean
     the  first  date on which an Employee completes an  Hour  of
     Service.

          (22)  The  term  "Financial  Hardship"  shall  mean  an
     immediate  and  heavy financial need of a Participant  which
     satisfies the requirements of Section 401(k) of the Code and
     regulations issued thereunder.

          (23)  The  term  "Fund" shall mean  any  of  the  funds
     established and maintained in accordance with the provisions
     of Article VI.

          (24)  The  term  "Highly  Compensated  Employee"  shall
     include  highly  compensated  active  employees  and  highly
     compensated former employees.

          A  highly  compensated  active  employee  includes  any
     employee  who  performs service for an Employer  during  the
     determination year and who, during the look-back  year:  (i)
     received compensation from the employer in excess of $75,000
     (as adjusted pursuant to Code Section 415(d)); (ii) received
     compensation  from  the employer in excess  of  $50,000  (as
     adjusted  pursuant to Code Section 415(d)) and was a  member
     of the top-paid group for such year; or (iii) was an officer
     of  the employer and received compensation during such  year
     that is greater than 50 percent of the dollar limitation  in
     effect  under  Code Section 415(b)(1)(A).  The  term  Highly
     Compensated  Employee also includes: (i) employees  who  are
     both  described  in  the  preceding  sentence  if  the  term
     "determination year" is substituted for the term  "look-back
     year"  and  the  employee is one of the  100  employees  who
     received the most compensation from the employer during  the
     determination  year; and (ii) employees who  are  5  percent
     owners   at   any   time  during  the  look-back   year   or
     determination year.

          If   no   officer   has  satisfied   the   compensation
     requirement  of  (iii) above during either  a  determination
     year  or  look-back year, the highest paid officer for  such
     year shall be treated as a Highly Compensated Employee.  For
     this purpose, the determination year shall be the plan year.
     The   look-back  year  shall  be  the  twelve-month   period
     immediately preceding the determination year.

          A  highly  compensated  former  employee  includes  any
     employee who separated from service (or was deemed  to  have
     separated)  prior  to the determination  year,  performs  no
     service for the employer during the determination year,  and
     was  a  highly  compensated active employee for  either  the
     separation year or any determination year ending on or after
     the employee's 55th birthday.

          If an employee is, during a determination year or look-
     back  year, a family member of either a 5 percent owner  who
     is  an  active  or  former employee or a Highly  Compensated
     Employee  who  is  one  of  the 10 most  Highly  Compensated
     Employees  ranked on the basis of compensation paid  by  the
     employer during such year, then the family member and the  5
     percent  owner or top-ten Highly Compensated Employee  shall
     be  aggregated.   In  such case, the  family  member  and  5
     percent  owner or top-ten Highly Compensated Employee  shall
     be  treated as a single employee receiving compensation  and
     plan  contributions or benefits equal to  the  sum  of  such
     compensation  and contributions or benefits  of  the  family
     member  and  5  percent owner or top-ten Highly  Compensated
     Employee.   For  purposes  of this  section,  family  member
     includes  the  spouse, lineal ascendants and descendants  of
     the  employee  or  former employee and the spouses  of  such
     lineal ascendants and descendants.

          The  determination  of  who  is  a  Highly  Compensated
     Employee,  including the determinations of  the  number  and
     identity  of  employees in the top-paid group, the  top  100
     employees,  the number of employees treated as officers  and
     the  compensation  that  is  considered,  will  be  made  in
     accordance  with  Code Section 414(q)  and  the  regulations
     thereunder.

          (25) The term "Hour of Service" shall mean an hour  for
     which  an  Employee is paid, or entitled to  be  paid,  with
     respect to the performance of duties for an Employer  or  an
     Affiliate either as regular wages, salary, or commissions or
     pursuant  to an award or agreement requiring an Employer  or
     an  Affiliate to pay back wages.  Hours under this paragraph
     (25)  shall  be calculated and credited pursuant to  Section
     2530.200b-2 of the Department of Labor Regulations, which is
     incorporated herein by reference.

          (26)  The term "Leased Worker" shall be a person (other
     than  a  person  who is an employee without regard  to  this
     paragraph  (26))  engaged  in performing  services  for  the
     Company  or  an  Affiliate (collectively,  the  "Recipient")
     pursuant to an agreement between the Recipient and any other
     person  ("Leasing  Organization") who  meets  the  following
     requirements:

          (a)   he  has performed services for the Recipient  (or
          for   any   other  "related  persons,"  determined   in
          accordance  with Section 414(n)(6) of the  Code)  on  a
          substantially full-time basis for a period of at  least
          one year;

          (b)  such services are of a type historically performed
          in  the  business field of the Recipient, in the United
          States, by employees; and

          (c)  he is not participating in a "safe harbor plan" of
          the  Leasing  Organization.  For this purpose  a  "safe
          harbor  plan" is a plan that satisfies the requirements
          of  Section 414(n)(5) of the Code, which generally will
          be  a  money  purchase  pension plan  providing  (i)  a
          nonintegrated  employer contribution  of  at  least  10
          percent   of   compensation  (as  defined  in   Section
          415(c)(3) of the Code but including amounts contributed
          pursuant  to  a  salary reduction  agreement  that  are
          excluded  from gross income under Code Section  125  or
          under  a  qualified  cash  or deferred  arrangement  as
          defined  in  Code  section 401(k)(2)),  (ii)  immediate
          participation,  and  (iii) full and immediate  vesting;
          provided,  however,  that this subparagraph  (c)  shall
          only  apply  if  Leased Workers do not constitute  more
          than   20   percent   of  the  Recipient's   non-highly
          compensated workforce.

          A  person who is a Leased Worker shall be considered an
     employee  of the Company or an Affiliate during such  period
     (and solely for the purpose of determining length of service
     for  vesting purposes, shall also be considered to have been
     an  employee for any earlier period in which he was a Leased
     Worker)  but  shall  not  be  a Participant  and  shall  not
     otherwise  be eligible to become covered by the Plan  during
     any  period  in which he is a Leased Worker. Notwithstanding
     the foregoing, the sole purpose of this paragraph (26) is to
     define  and  apply  the term "Leased Worker"  strictly  (and
     only)  to  the  extent  necessary  to  satisfy  the  minimum
     requirements  of  Section 414(n) of  the  Code  relating  to
     "leased   employees."   This   paragraph   (26)   shall   be
     interpreted,  applied, and, if and to the extent  necessary,
     deemed modified without formal amendment of language, so  as
     to satisfy solely the minimum requirements of Section 414(n)
     of the Code.

          (27)  The  term  "Matched Percentage"  shall  mean  the
     percentage  of  the  After-Tax and Before-Tax  Contributions
     made  by,  or  on behalf of, a Participant which  is  to  be
     matched  by contributions of the Employers as set  forth  in
     Section 3.3.

          (28)  The term "Matching Contributions" shall mean  the
     contributions which the Employers contribute to the Plan  in
     accordance with the provisions of Section 3.3.

          (29)  The  term "Matching Contributions Account"  shall
     mean the Separate Account to which Matching Contributions of
     a Participant are credited in accordance with the provisions
     of Section 5.6.

          (30)  The  term "Named Fiduciary" shall mean the  chief
     financial  officer of the Company or as otherwise  specified
     by  the  Board of Directors.  If there is no Named Fiduciary
     designated by the Board of Directors, the Company  shall  be
     substituted.

          (31)  The  term "Normal Retirement Age" shall mean  the
     later  of  the date the Participant attains age  65  or  the
     fifth  anniversary  of  the date the  Participant  commenced
     participation in the Plan.

          (32)  The  term  "Participant" shall mean  an  Eligible
     Employee who elects to participate in the Plan in accordance
     with  the  provisions of Article II.  The term "Participant"
     shall  also  include  an  Employee whose  contributions  are
     suspended  or one who has transferred out of a participating
     class  of  Employees  but for whom  a  Separate  Account  is
     maintained.

          (33)  The term "Plan" shall mean the BP America Capital
     Accumulation  Plan,  a profit-sharing plan,  as  herein  set
     forth.

          (34)  The term "Plan Administrator" shall mean the Vice
     President of BP Exploration & Oil Inc. responsible for Human
     Resource  functions  or  the successor  to  such  office  as
     specified by the Board of Directors.

          (35)  The  term  "Plan Year" shall  mean  the  12-month
     period  beginning  each  December 31  and  terminating  each
     subsequent December 30.

          (36)  The term "Reemployment Date" shall mean the first
     date  on  which an Employee completes an Hour of Service  by
     performing services as an Employee after a Severance Date.

          (37)  The  term  "Retired Participant" shall  mean  any
     Participant  who  retires under the  terms  of  a  qualified
     pension plan maintained by an Employer or an Affiliate.

          (38)  The term "Rollover Contributions" shall mean  the
     contributions  made  to,  or transferred  to,  the  Plan  in
     accordance with the provisions of Section 3.5.

          (39)  The  term  "Rollover  Account"  shall  mean   the
     Separate  Account  to  which  Rollover  Contributions  of  a
     Participant  are credited in accordance with the  provisions
     of Section 5.6.

          (40)  The term "Separate Account" shall mean the After-
     Tax   Account,   the   Before-Tax  Account,   the   Matching
     Contributions  Account  or  the  Rollover   Account   of   a
     Participant   which   is  established  and   maintained   in
     accordance with the provisions of Section 5.1.

          (41)  The term "Service Date" shall mean the Employment
     Commencement  Date or Reemployment Date, if  applicable,  of
     any Employee.

          (42)  The term "Severance Date" shall mean the  earlier
     of  (i)  the  date  on which an Employee retires,  dies,  or
     otherwise  terminates  employment from  an  Employer  or  an
     Affiliate,  or (ii) the first anniversary of the first  date
     of  a  period  of  absence from service with the  Affiliated
     Group  for any other reason; provided, however, that  if  an
     Employee is absent from employment on a long term disability
     leave  of absence or is absent from employment while on  any
     other Employer-approved leave of absence, he shall not incur
     a  Severance Date until such leave of absence is terminated;
     and  provided  further that if an Employee  is  absent  from
     employment  while on active service in the Armed  Forces  of
     the  United States, his Severance Date shall be the date  on
     which  he  terminated his employment, unless he  returns  to
     employment with an Employer or an Affiliate during the  time
     period prescribed by federal law; and provided further  that
     no  Employee shall incur a Severance Date until  the  second
     anniversary  of  the first date on which  such  Employee  is
     absent from employment with an Employer or an Affiliate  for
     maternity  or  paternity  reasons.   For  purposes  of  this
     paragraph  (42),  an  absence  for  maternity  or  paternity
     reasons  means  an absence due to (i) the pregnancy  of  the
     employee,  (ii) the birth of a child of the Employee,  (iii)
     the  placement  of a child with the Employee  in  connection
     with the adoption of such child by the Employee, or (iv) the
     caring  of  such  child  for a period beginning  immediately
     following  such  birth  or placement.   Notwithstanding  the
     foregoing, if an Employee retires or dies, or his employment
     otherwise  is  terminated during a period  of  absence  from
     employment   for  any  reason  other  than   retirement   or
     termination,  his Severance Date shall be the date  of  such
     retirement death of other termination of employment.

          (43)  The term "Subsidiary" shall mean any wholly owned
     subsidiary  of  the  Company  including  any  wholly   owned
     subsidiary of another Subsidiary of the Company.

          (44)  The  term "Terminated Participant" shall  mean  a
     Participant  who has terminated employment with an  Employer
     or an Affiliate.

          (45)  The term "Trust" shall mean the trust, maintained
     in conjunction with the Plan under a trust agreement entered
     into with the Trustee, for the purpose of receiving, holding
     and  investing amounts contributed under the Plan  and  from
     which Plan benefits are paid.

          (46) The term "Trustee" shall mean any trustee which is
     designated, legally qualified, and authorized to act as  the
     trustee of the Trust.

          (47)  The term "Vesting Service" shall mean the  period
     of  service, calculated in accordance with the elapsed  time
     method  of  credited service outlined in Treasury regulation
     Section 1.410(a)-7, with which a Participant is credited for
     the  purpose  of  determining his  vested  interest  in  his
     Separate  Accounts  attributable to  Matching  Contributions
     under Section 7.1.

          (48) The term "Year of Service" means, for purposes  of
     determining eligibility to participate under Article II, the
     twelve-month  period  immediately  following  an  Employee's
     Employment  Commencement Date, or any Plan  Year  commencing
     after  the Employee's Employment Commencement Date in  which
     the  Employee  is  credited with  at  least  1000  Hours  of
     Service.

     1.2   Grammatical References.  The masculine  shall  include

the feminine and the singular shall include the plural except  as

otherwise required by the context.


                           ARTICLE II

                  ELIGIBILITY AND PARTICIPATION

     2.1   Eligibility  Requirements.  An Employee  shall  become

eligible  to  participate in the Plan as of the  first  pay  date

after  he  both (i) attains age 21, and (ii) completes a  twelve-

month  period of employment during which he is credited  with  at

least  1,000  Hours  of  Service.   The  twelve-month  period  of

employment  shall be (a) twelve consecutive months commencing  on

the  individual's Employment Commencement Date, or (b)  any  Plan

Year commencing subsequent to that date.


     Employees  covered  under a collective bargaining  agreement

are not eligible to participate in the Plan unless such agreement

specifically provides for coverage by the Plan or the  collective

bargaining  representative agrees to accept plan changes  without

the requirement of further collective bargaining.



     2.2   Reemployment.  If an Employee incurs a Severance  Date

and is subsequently rehired as an Employee, the following special

rules apply to eligibility for participation:

     (a)   If  an  Employee  has  not yet  satisfied  the  Plan's
     eligibility  requirements,  incurs  a  Severance  Date,  and
     subsequently has a Reemployment Date within the twelve-month
     period following his original Employment Commencement  Date,
     for  purposes  of eligibility to participate, such  Employee
     shall  be  treated as if he had never incurred  a  Severance
     Date;  provided  that  he is employed  in  a  classification
     listed in Appendix A.

     (b)   If  an  Employee  has  not yet  satisfied  the  Plan's
     eligibility requirements, incurs a Severance Date, and has a
     Reemployment  Date after the twelve-month  period  following
     his  original Employment Commencement Date but within  seven
     years  after  such  Severance Date, such  Employee  will  be
     eligible  to  participate in the Plan as  of  any  pay  date
     following the Plan Year in which he completes 1,000 Hours of
     Service  and  is age 21; provided that he is employed  in  a
     classification listed in Appendix A.

     (c)    If   an  Employee  has  met  the  Plan's  eligibility
     requirements, is not yet vested in his Plan account  at  the
     time  he incurs a Severance Date and has a Reemployment Date
     within  seven years after such Severance Date, such Employee
     is  eligible to participate in the Plan as of any  pay  date
     following  his  Reemployment  Date;  provided  that  he   is
     employed in a classification listed in Appendix A.

     (d)   If  an Employee is vested in his Separate Accounts  at
     the  time  he  incurs a Severance Date,  such  Employee  can
     resume  participation  in  the  Plan  as  of  any  pay  date
     following  his  Reemployment  Date;  provided  that  he   is
     employed in a classification listed in Appendix A.

     (e)   If  an Employee is not vested in his Separate Accounts
     at the time he incurs a Severance Date and does not incur  a
     Reemployment  Date within seven years after  such  Severance
     Date,  such Employee will be subject to the same eligibility
     requirements that are applicable to a new Employee.

     2.3  Service in Non-Employee Capacity.  For purposes of this

Article  II, all common law employment with the Affiliated  Group

(in  a  capacity  other  than  as an Employee),  or  The  British

Petroleum Company, p.l.c., or one of its subsidiaries,  shall  be

treated  as if such employment was employment as an Employee  for

purposes  of  this Article 2; provided, however, that  no  person

shall  be  eligible  to  participate in the  Plan  until  he  has

satisfied the requirements of Section 2.1.



     2.4   Election to Participate.  Each Eligible Employee shall

become a Participant as of his Eligibility Date or any subsequent

pay  date,  if  he  has timely filed with the Company  a  written

election, in the form prescribed by the Plan Administrator, which

contains:

     (a)   his authorization for his Employer to reduce his  Base
     Pay  in order to make Before-Tax Contributions on his behalf
     in accordance with the provisions of Section 3.1; and/or

     (b)   his  authorization for his Employer  to  make  payroll
     deductions  from  his  Base Pay with  respect  to  After-Tax
     Contributions in accordance with the provisions  of  Section
     3.2; and

     (c)   his election as to the investment of all contributions
     allocated  to  him  in  accordance with  the  provisions  of
     Article VI.


                           ARTICLE III

                          CONTRIBUTIONS


     3.1  Before-Tax Contributions.  Any Participant may elect to

have Before-Tax Contributions made to the Plan by his Employer in

an  integral  percentage of his Base Pay of  not  less  than  one

percent nor more than 16 percent; provided, however, that  in  no

event  may  the  percentage of Before-Tax Contributions  made  on

behalf  of  a  Participant, when added to the percentage  of  his

After-Tax  Contributions, if any, equal less than one percent  or

more  than  16  percent of his Base Pay.  The Base  Pay  of  such

Participant shall be reduced by the percentage elected under  the

compensation   reduction  authorization  in   effect   for   such

Participant;  provided, however, that no Before-Tax Contributions

made  with  respect  to a year on behalf of a  Participant  shall

exceed the limitations set forth in Article IV.



     3.2  After-Tax Contributions.  Any Participant may elect  to

make  After-Tax Contributions by payroll deduction in an integral

percentage of his Base Pay of not less than one percent nor  more

than sixteen percent; provided, however, that in no event may the

percentage of the After-Tax Contributions of a Participant,  when

added to the percentage of Before-Tax Contributions, if any, made

on  his  behalf equal less than one percent or more than  sixteen

percent  of his Base Pay.  Any payroll deduction with respect  to

After-Tax  Contributions shall be made from the  Base  Pay  of  a

Participant by his Employer in accordance with the terms  of  the

payroll  deduction authorization in effect for such  Participant;

provided,  however,  that  no After-Tax Contributions  made  with

respect  to  a year on behalf of a Participant shall  exceed  the

limitations set forth in Article IV.



     3.3   Matching Contributions.  Subject to the provisions  of

Section  3.4,  as of the last day of each Plan Year quarter,  the

Employers shall pay to the Trustee as a Matching Contribution for

investment in the Company Stock Fund an amount that is  equal  to

100 percent of the sum of After-Tax and Before-Tax Contributions,

not  in excess of six percent of Base Pay, made on behalf of,  or

by,  each  Participant during such Plan Year  quarter;  provided,

however,  that no Matching Contributions made with respect  to  a

year on behalf of a Participant shall exceed the limitations  set

forth in Article IV.



     3.4   Coordination  of  Before-Tax, After-Tax  and  Matching

Contributions.  Notwithstanding any other provision of  the  Plan

to  the  contrary,  Before-Tax and After-Tax  Contributions,  and

accrued Company Matching Contributions of any Participant  as  of

any  date  within  the  calendar  year  will  be  considered   in

determining  the  amount  of  contributions  not  exceeding   the

limitations of Article IV.



     As  of any date within the calendar year, if Before-Tax  and

After-Tax    Contributions   and   accrued    Company    Matching

Contributions  would  exceed  25  percent  of  the  Participant's

Compensation,  Before-Tax  Contributions  will  be  automatically

converted  to After-Tax Contributions to the extent necessary  to

satisfy  the  contribution  limitation  to  25  percent  of   the

Participant's Compensation, as described in Section 4A.3. If  the

limitation  is still not satisfied, After-Tax Contributions  will

be  automatically  reduced and paid to  the  Participant  to  the

extent necessary to satisfy the limitations of Section 4A.3.



     If  the  Defined  Contribution Dollar Limit  as  defined  in

Section  4A.2(c)  is reached as of any date within  the  calendar

year,  subsequent After-Tax and Before-Tax Contributions will  be

automatically    discontinued.     Accrued    Company    Matching

contributions  for  the  calendar  year  not  in  excess  of  the

limitation may be made on behalf of the Participant at  any  time

during  the  calendar year and during the first  quarter  of  the

subsequent calendar year, according to Plan provisions.



     3.5   Rollover  Contributions.  An Employee who  becomes  an

Employee  after  the  Effective Date and who  does  not  transfer

directly from employment in any capacity with an Employer  or  an

Affiliate and who is entitled to make a rollover contribution  in

accordance  with  Section  402(c)(1)(B),  Section  403(a)(4)   or

Section  408(d)(3)(A)(ii)  of the  Code,  may  elect  to  make  a

Rollover Contribution to the Plan by delivering, or causing to be

delivered,  to  the Trustee the assets in cash  which  constitute

such  Rollover  Contribution at such time or times  and  in  such

manner  as  shall  be specified by the Plan Administrator.   Upon

receipt  by  the Trustee, such assets shall be deposited  in  the

Investment Funds described in Article VI, in accordance with  the

Participant's  investment election with respect to such  Rollover

Contributions.   The  Trustee  shall  then  credit  the  Rollover

Account  of  such  Participant with the amount of  such  Rollover

Contribution.  Such Rollover Contribution by an Employee pursuant

to  this Section 3.5 shall not be deemed to be a contribution  of

such  Employee for purposes of Section 415 of the Code and  shall

be fully vested in the Employee at all times.



     3.6   Effect of Plan Termination.  Notwithstanding any other

provision  of  the Plan to the contrary, any termination  of  the

Plan shall terminate the liability of an Employer to make further

Matching Contributions hereunder.



                           ARTICLE IV

                  LIMITATIONS ON CONTRIBUTIONS

                     4A.  Code Section 415.

     4A.1 Code Section 415 Governs.  Notwithstanding anything  to

the  contrary contained in the Plan, effective January  1,  1987,

the  amount  of Matching Contributions, Before-Tax Contributions,

and After-Tax Contributions which may be credited to the Separate

Accounts  of  Participants  shall be subject  to  the  provisions

hereinafter set forth.  The limitations contained in this Article

4A  are intended to comply with the provisions of Section 415  of

the Code.  If there is any discrepancy between the provisions  of

this  Section 4A and the provisions of Section 415 of  the  Code,

such discrepancy shall be resolved in such a manner so as to give

full  effect to the provisions of Section 415 of the  Code  which

are hereby incorporated by reference



     4A.2  Definitions.   For purposes of  this  Section  4A  the

following terms shall have the meanings hereinafter set forth:

     (a)  "Annual Additions" shall mean the amount credited to  a
     Participant's Separate Accounts for the Limitation Year that
     constitutes:

          (i)  Employer contributions,

          (ii) Employee contributions,

          (iii)     Forfeitures, and

          (iv) Amounts described in Code Section 415(l)(1) or  in
          Code
          Section 419A(d)(2), if any.

     (b)   "Compensation" shall mean (for purposes of Section  4A
     of  the  Plan)  wages,  salaries and fees  for  professional
     services  and  other  amounts received  (without  regard  to
     whether  or  not  an  amount is paid in cash)  for  personal
     services actually rendered in the course of employment  with
     an  Employer or an Affiliate to the extent that the  amounts
     are  includable in gross income (including, but not  limited
     to, commissions paid salesmen, compensation for services  on
     the  basis  of  a  percentage  of  profits,  commissions  on
     insurance  premiums,  tips, bonuses,  fringe  benefits,  and
     reimbursements  or  other expense allowances  under  a  non-
     accountable plan, but excluding:

          (i)   Employer  contributions to  a  plan  of  deferred
          compensation which are not includible in the employee's
          gross income for the taxable year in which contributed,
          or   any   distributions  from  a  qualified   deferred
          compensation plan;

          (ii)  Amounts  realized from the  exercise  of  a  non-
          qualified  stock option, or when restricted  stock  (or
          property)  held  by the employee either becomes  freely
          transferable  or is no longer subject to a  substantial
          risk of forfeiture;

          (iii)      Amounts realized from the sale, exchange  or
          other  disposition of stock acquired under a  qualified
          stock option; and

          (iv) Other amounts which receive special tax benefits.

     If  a Participant is employed outside the United States  and
     paid  in  foreign currency, Compensation will  be  based  on
     foreign  pay  elements  converted  to  U.S.  Dollars.    The
     conversion  to  U.S.  Dollars  is  made  using   a   payroll
     transaction  exchange rate and/or a fixed exchange  rate  as
     elected by the Participant during the Limitation Year.

     (c)   "Defined  Contribution Dollar Limitation"  shall  mean
     $30,000  or,  if greater, one-fourth of the defined  benefit
     dollar  limitation set forth in Section 415(b)(1)(A) of  the
     Code  as  in  effect  for  the  Limitation  Year;  provided,
     however, that in the case of a Limitation Year less than  12
     months  in  duration  due  to  an  amendment  changing   the
     Limitation Year to a different 12-month period, the  Defined
     Contribution  Dollar Limitation shall be a fraction  of  the
     foregoing amount equal to the number of full months  in  the
     Limitation Year divided by 12.

     (d)    "Employee   Contributions"   shall   mean   After-Tax
     Contributions to the Plan made by a Participant  during  the
     Limitation Year.

     (e)    "Employer   Contributions"  shall   mean   Before-Tax
     Contributions  and  Matching Contributions  credited  by  an
     Employer  to  the  Plan on behalf of a Participant  for  the
     Limitation Year.

     (f)   "Limitation  Year"  shall mean  each  12-month  period
     beginning  each  January 1 and terminating  each  subsequent
     December 31.

     4A.3 Limitations on Contributions.

     (a)  Maximum Annual Additions.  The maximum Annual Additions
     that  may  be  contributed or allocated to  a  Participant's
     Separate  Accounts under the Plan and/or any other qualified
     defined  contribution plan maintained by the Company  or  an
     Affiliate  for  any  Limitation Year shall  not  exceed  the
     lesser of:

          (i)  the Defined Contribution Dollar Limitation, or

          (ii)  25 percent of the Participant's Compensation  for
          the Limitation Year.

     For  purposes  of  implementing this  limitation,  the  Plan
     Administrator   may   estimate  the  Compensation   of   the
     Participant  to  be  paid  during the  Limitation  Year  and
     restrict   the   Before-Tax  and/or  After-Tax  Contribution
     elections of Participants.

     (b)  Special Rules.  The compensation limitation referred to
     in  Section  4A.3(a)(ii) shall not apply to any contribution
     for  any  medical  benefits (within the meaning  of  Section
     401(h) or Section 419A(f)(2) of the Code) which is otherwise
     treated  as  an Annual Addition under Section  415(l)(1)  or
     Section 419A(d)(2) of the Code.

     4A.4  Defined Benefit Plan Coverage.  If any Participant  in

the  Plan  is  covered by one or more qualified  defined  benefit

plans (whether or not terminated) maintained by an Employer or an

Affiliate  concurrently  covered by the  Plan,  the  sum  of  the

defined  benefit  plan fraction with respect to such  Participant

and  the defined contribution plan fraction with respect to  such

Participant  shall not exceed 1.0. For purposes of this  section,

defined  benefit  plan  fraction and  defined  contribution  plan

fraction shall mean the following:

     (a)   "Defined benefit plan fraction" shall mean a fraction,
     the  numerator of which is the projected annual  benefit  of
     such  Participant  under  all  such  defined  benefit  plans
     (determined as of the close of such Limitation Year) and the
     denominator of which is the lesser of (i) 125 percent of the
     dollar limitation in effect under Sections 415(b) and 415(d)
     of the Code for such year or (ii) 140 percent of the highest
     average  compensation, including any adjustment, under  Code
     Section 415(b).

     Notwithstanding  the  above,  if  the  Participant   was   a
     Participant as of the first day of the first Limitation Year
     beginning  after December 31, 1986, in one or  more  defined
     benefit  plans  maintained by an Employer  or  an  Affiliate
     which  were in existence on May 6, 1986, the denominator  of
     this  fraction will not be less than 125 percent of the  sum
     of   the   annual  benefits  under  such  plans  which   the
     Participant  had  accrued  as  of  the  close  of  the  last
     Limitation   Year   beginning  before   January   1,   1987,
     disregarding any changes in the terms and conditions of  the
     plan after May 5, 1986.  The preceding sentence applies only
     if  the  defined  benefit  plans  individually  and  in  the
     aggregate satisfied the requirements of Section 415 for  all
     Limitation Years beginning before January 1, 1987.

     (b)   "Defined  contribution plan  fraction"  shall  mean  a
     fraction,  the numerator of which is the sum of  the  annual
     additions to the participant's account under all the defined
     contribution plans (whether or not terminated) maintained by
     an  Employer  or  Affiliate for the current  and  all  prior
     Limitation Years, and the denominator of which is the sum of
     the  maximum aggregate amounts for the current and all prior
     Limitation Years of service with the Employer (regardless of
     whether  a defined contribution plan was maintained  by  the
     Employer or Affiliate). The maximum aggregate amount in  any
     Limitation  Year is the lesser of 125 percent of the  dollar
     limitation determined under Sections 415(b) and (d)  of  the
     Code in effect under Section 415(c)(1)(A) of the Code or  35
     percent of the participant's compensation for such year.

     The  Plan  Administrator may elect to apply the transitional
     rules stated in Sections 415(e)(4) and 415(e)(6).

     If  the  defined  benefit plan(s) and  defined  contribution
     plans(s) of an Employer or Affiliate in existence on May  6,
     1986,  satisfied the applicable requirements of Section  415
     of  the Code as in effect for all Limitation Years beginning
     before  January 1, 1987, an amount shall be subtracted  from
     the numerator of the defined contribution plan fraction (not
     exceeding such numerator) as prescribed by the Secretary  of
     the  Treasury, if necessary, so that the sum of the  defined
     benefit plan fraction and defined contribution plan fraction
     under Section 415(e)(1) of the Code does not exceed 1.0  for
     such Limitation Year.

     The  annual additions for years beginning before January  1,
     1987   shall  not  be  recomputed  to  treat  all   employee
     contributions as annual additions.

     4A.5  Elimination of Excess Annual Additions.  To the extent

that any of the limitations set forth under this Section 4A would

be  exceeded,  the  following procedures  shall  be  followed  to

prevent such excess(es).

     (a)   If the Annual Additions to the Separate Accounts of  a
     Participant  in  any  Limitation  Year  would   exceed   the
     limitation   contained  in  this  Section  4A  absent   such
     limitation, the excess shall be avoided as follows:

          (i)   The Before-Tax Contributions that would have been
          contributed  for  the Participant's  benefit  shall  be
          reduced   and  automatically  converted  to   After-Tax
          Contributions; and

          (ii)  Next,  After-Tax Contributions  made  during  the
          Limitation Year shall be returned to the Participant.

     In  each case specified above, the amount to be converted or
     returned shall be that amount as is necessary to permit  the
     maximum  amount of the Annual Additions to the Participant's
     Separate  Accounts for such year to be made under  the  Plan
     without  violating the restrictions contained herein  or  in
     Section 415 of the Code.

     In  the  event  that,  notwithstanding  the  foregoing,  the
     limitations  with  respect  to Annual  Additions  prescribed
     hereunder  are exceeded with respect to any Participant  and
     such  excess  arises as a consequence of the allocations  of
     forfeitures   or  a  reasonable  error  in  estimating   the
     Participant's  annual  Compensation,  the  portion  of  such
     excess attributable to Matching Contributions shall be  held
     in  a  suspense account and, if such Participant  remains  a
     Participant after the end of the Limitation Year,  shall  be
     used  to  reduce Matching Contributions for such Participant
     for   the   succeeding  Limitation  Years,  and,   if   such
     Participant   ceases  participating  in  the   Plan,   shall
     thereafter be used to reduce Matching Contributions for  all
     other Participants in the Limitation Year in which he ceases
     to  be  a  Participant and succeeding Limitation  Years,  as
     necessary.

          4B.  Code Sections 402(g), 401(k) and 401(m).

     4B.1  Code  Section 402(g) Limit.  No Participant  shall  be

permitted  to have Before-tax Contributions made under this  Plan

(or  any  other  qualified plan maintained by an Employer  or  an

Affiliate),  during  any taxable year, in excess  of  the  dollar

limitation  under Code Section 402(g) in effect at the  beginning

of such taxable year.



If   the  amount  of  Before-Tax  Contributions  elected   by   a

Participant under the Plan during a calendar year would cause the

Code Section 402(g) dollar limitation to be exceeded, such amount

will   be   reduced  and  automatically  converted  to  After-Tax

Contributions during the calendar year.  If any excess  deferrals

(as  defined in Code Section 402(g)) exist subsequent to the  end

of  the calendar year, the Plan Administrator may notify the Plan

of  such  excess deferrals and may direct the Trustee  to  refund

such  excess deferrals to affected Participants (along  with  any

income  allocable to the excess deferrals for the  taxable  year)

prior  to  the 15th of April immediately following such  calendar

year.  If any such excess deferrals are distributed more than two

and  one-half (2-1/2) months after the last day of the Plan  Year

in  which  they  arose, a ten (10) percent  excise  tax  will  be

imposed on the Company with respect to such amounts.



     4B.2   Nondiscrimination  Tests.   This  Section   4B.2   is

effective   as  of  January  1,  1987.   For  purposes   of   the

nondiscrimination tests of this Section 4B.2, the portion of  the

Plan  that  benefits a unit of employees covered by a  collective

bargaining  agreement  will be treated as comprising  a  separate

plan from the non-collectively bargained portion of the Plan.  To

the extent that there are multiple units of employees covered  by

collective  bargaining agreements, the Company at its option  may

treat  two or more collective bargaining units as a single  unit,

provided that the combinations of collective bargaining units are

determined   on  a  basis  that  is  reasonable  and   reasonably

consistent from year to year.



     (a)  Actual Deferral Percentage ("ADP") Test Notwithstanding
     Section  3.1 or any other provision of the Plan, during  any
     Plan  Year  the Before-Tax Contributions made on  behalf  of
     Eligible  Employees  who  are Highly  Compensated  Employees
     shall  be  restricted to the extent necessary to satisfy  at
     least one of the following tests:

          Test  No. 1: The average ADP of Eligible Employees  who
          are  Highly Compensated Employees does not exceed  1.25
          times the average ADP of Eligible Employees who are not
          Highly Compensated Employees

          Test  No. 2: The average ADP of Eligible Employees  who
          are  Highly  Compensated Employees does not exceed  the
          lesser  of  (i)  2  times the average ADP  of  Eligible
          Employees who are not Highly Compensated Employees,  or
          (ii)  2  percent  plus  the  average  ADP  of  Eligible
          Employees who are not Highly Compensated Employees.

          For   these  purposes,  "ADP"  shall  mean  the   ratio
          (expressed as a percentage) of Before-Tax Contributions
          made  on  behalf of an Eligible Employee for  the  Plan
          Year  to  the  Eligible  Employee's  Compensation,   as
          defined below, for the Plan Year.

     (b)     Actual   Contribution   Percentage   ("ACP")    Test
     Notwithstanding Sections 3.2 and 3.3 or any other  provision
     of   the   Plan,   during  any  Plan  Year   the   After-Tax
     Contributions   (including   any  Before-Tax   Contributions
     automatically converted to After-Tax Contributions  pursuant
     to Section 4B.1) and Matching Contributions paid to the Plan
     with   respect   to  Eligible  Employees  who   are   Highly
     Compensated  Employees  shall be restricted  to  the  extent
     necessary to satisfy at least one of the following tests:

          Test  No  1: The average ACP of Eligible Employees  who
          are  Highly Compensated Employees does not exceed  1.25
          times the average ACP of Eligible Employees who are not
          Highly Compensated Employees.

          Test  No. 2: The average ACP of Eligible Employees  who
          are  Highly  Compensated Employees does not exceed  the
          lesser  of  (i)  2  times the average ACP  of  Eligible
          Employees who are not Highly Compensated Employees,  or
          (ii)  2  percent  plus  the  average  ACP  of  Eligible
          Employees who are Not Highly Compensated Employees

          For   these  purposes,  "ACP"  shall  mean  the   ratio
          (expressed  as  a  percentage) of total  After-Tax  and
          Matching  Contributions made by  or  on  behalf  of  an
          Eligible  Employee for the Plan Year  to  the  Eligible
          Employee's  "Compensation," as defined below,  for  the
          Plan Year.

     (c)   Multiple  Use  Limitation Test.  In  addition  to  the
     limitations   of   paragraphs  (a)  and   (b)   above,   and
     notwithstanding Sections 3.1, 3.2 and 3.3 of the Plan or any
     other  provision of the Plan, during any Plan Year in  which
     Test  No. 2 of paragraph (a) is used to satisfy the ADP Test
     and  Test No. 2 of paragraph (b) is used to satisfy the  ACP
     Test,  the Before-Tax Contributions, After-Tax Contributions
     and Matching Contributions paid to the Plan with respect  to
     Participants who are Highly Compensated Employees  shall  be
     restricted to the extent necessary to assure that the sum of
     the   ADP  and  ACP  of  such  Highly  Compensated  Eligible
     Employees does not exceed the greater of:

          (i)   1.25 times the ADP of Eligible Employees who  are
          not  Highly Compensated Employees, plus the ACP of such
          Eligible Employees, plus the lesser of 2 percent or the
          ACP of such Eligible Employees, or

          (ii)  1.25 times the ACP of Eligible Employees who  are
          not  Highly Compensated Employees, plus the ADP of such
          Eligible Employees, plus the lesser of 2 percent or the
          ADP of such Eligible Employees.

     (d)   Definition of "Compensation"  For purposes of the ADP,
     ACP  and  Multiple  Use Tests, "Compensation"  means  wages,
     salaries  and  fees  for  professional  services  and  other
     amounts received (without regard to whether or not an amount
     is  paid in cash) for personal services actually rendered in
     the course of employment with an Employer or an Affiliate to
     the  extent that the amounts are includable in gross  income
     (including,  but not limited to, commissions paid  salesmen,
     compensation  for services on the basis of a  percentage  of
     profits,  commissions on insurance premiums, tips,  bonuses,
     fringe   benefits,  and  reimbursements  or  other   expense
     allowances  under a nonaccountable plan) plus  any  elective
     contributions made by an Employer or an Affiliate  that  are
     not includable in gross income under Section 125 and Section
     402(e)(3) of the Code, but excluding:

          (i)   Amounts  realized from the  exercise  of  a  non-
          qualified  stock option, or when restricted  stock  (or
          property) held by the Participant either becomes freely
          transferable  or is no longer subject to a  substantial
          risk of forfeiture;

          (ii)  Amounts realized from the sale, exchange or other
          disposition  of stock acquired under a qualified  stock
          option; and

          (iii)      Other  amounts  which  receive  special  tax
          benefits.

     If  a Participant is employed outside the United States  and
     paid  in  foreign currency, Compensation will  be  based  on
     foreign  pay  elements  converted  to  U.S.  Dollars.    The
     conversion  to  U.S.  Dollars  is  made  using   a   payroll
     transaction  exchange rate and/or a fixed exchange  rate  as
     elected by the Participant during the Limitation Year.

     4B.3 Correction of Excesses.

     (a)   In the event that the ADP test set forth in 4B.2 above
     is exceeded, an amount of Before-Tax Contributions of Highly
     Compensated  Employees  will be  reduced  and  automatically
     converted to After-Tax Contributions.  Such amount shall  be
     determined  by reducing the maximum percentage of Before-Tax
     Contributions of the Highly Compensated Employees  from  its
     highest  limit to such smaller percentage which will  result
     in  the ADP test being passed.  Any amounts so converted  to
     After-Tax  Contributions  shall  nevertheless  remain   non-
     forfeitable   and   remain  subject  to   the   distribution
     limitations  that apply to Before-Tax Contributions  to  the
     extent required by the Code.

     (b)  In the event that the ACP test or the multiple use test
     set  forth in 4B.2 above is exceeded, an amount of After-Tax
     Contributions  for  Highly  Compensated  Employees  will  be
     reduced  and automatically returned (along with  any  income
     allocable  to  such  amount during the  Plan  Year)  to  the
     Participants within the time frame required under the  Code.
     Such  amount  shall  be determined by reducing  the  maximum
     percentage   of  After-Tax  Contributions  of   the   Highly
     Compensated Employees from its highest limit to such smaller
     percentage which will result in the ACP test or the multiple
     use test being passed.

     If  any  amounts  returned  to  correct  the  ACP  test  are
     distributed more than two and one-half (2-1/2) months  after
     the  last day of the Plan Year in which the excess arose,  a
     ten  (10) percent excise tax will be imposed on the  Company
     with respect to those amounts.

     4B.4 Special Rules.

     (a)   The ADP or ACP for any Eligible Participant who  is  a
     Highly  Compensated Employee for the Plan Year  and  who  is
     eligible   to   have  Before-Tax,  After-Tax   or   Matching
     Contributions  allocated to his account under  two  or  more
     plans  or  arrangements described in  Code  Sections  401(a)
     and/or  401(k)  that  are  maintained  by  an  Employer   or
     Affiliate,  shall be determined as if all such Contributions
     were made under a single plan or arrangement.

     (b)   For  purposes  of determining the  ADP  or  ACP  of  a
     Participant  who  is  a  Highly  Compensated  Employee,  the
     Contributions  and  Compensation of such  Participant  shall
     include the Contributions and Compensation of family members
     (as   described   in   Code  Section   414(q)(6)(B)).    The
     Contributions and Compensation of such family members  shall
     be disregarded in determining the ADP or ACP of Participants
     who are not such Highly Compensated Employees.

     (c)   The determination and treatment of a Participant's ADP
     or  ACP  shall  satisfy such other requirements  as  may  be
     prescribed by law.


                            ARTICLE V

      ESTABLISHMENT OF SEPARATE ACCOUNTS AND ADMINISTRATION

                        OF CONTRIBUTIONS


     5.1   Separate  Accounts.   Each  Participant  shall,  where

applicable,  have established in his name the following  Separate

Accounts:

     (a)  a Before-Tax Account which shall reflect the Before-Tax
     Contributions made on behalf of a Participant,  as  well  as
     the investment income thereon in the Funds;

     (b)   an After-Tax Account which shall reflect the After-Tax
     Contributions  of a Participant, as well as  the  investment
     income thereon in the Funds.

     (c)   a  Matching Contributions Account which shall  reflect
     the  Matching Contributions of a Participant, as well as the
     investment income thereon in the Funds.

     (d)   a  Rollover Account which shall reflect  the  Rollover
     Contributions of a Participant made after December 31, 1992,
     as well as the investment income thereon in the Funds.

     5.2   Account Balances.  For all purposes of the  Plan,  the

balance  of  each Separate Account as of any date  shall  be  the

balance  of  such account after all credits and charges  thereto,

for  and as of such date, have been made as provided herein.  The

determination  of  the Plan Administrator as to Separate  Account

balances shall be final.



     5.3   Notification.   At least annually  the  Company  shall

notify  each  Participant,  Terminated  Participant  and  Retired

Participant  of the balance of his Separate Accounts  as  of  the

last day of such year.



     5.4   Delivery of Contributions.  Each Employer shall  cause

to  be  delivered  to the Trustee all After-Tax, Before-Tax,  and

Matching Contributions made in accordance with the provisions  of

Article III as soon as reasonably practicable, but no later  than

90  days after the contributions are made, and in accordance with

procedures established by the Plan Administrator.



     If a Participant is paid in foreign currency, each After-Tax

or  Before-Tax Contribution amount shall be based on  the  United

States  dollar equivalent of the Participant's foreign Base  Pay.

The  conversion to United States dollars is made using a  payroll

transaction exchange rate and/or a fixed exchange rate as elected

by  the  employee.  The resulting amount, after  conversion  into

United  States  dollars, will be transferred to the  Trustee  and

credited  on  behalf  of the Participant to the  proper  Separate

Account.   All statements setting forth a Participant's  Separate

Accounts will be expressed in United States dollars.



     5.5   Allocation  of Matching Contributions.   The  Matching

Contributions of an Employer for each Plan Year quarter shall  be

allocated quarterly among Participants who are Eligible Employees

of such Employer during such quarter and who made, or had made on

their  behalf,  After-Tax or Before-Tax  Contributions  for  such

quarter.  Each such Participant's allocated share of the Matching

Contributions of an Employer for such quarter shall be  equal  to

the   matched   percentage  of  his  After-Tax   and   Before-Tax

Contributions specified pursuant to Section 3.3 with  respect  to

such quarter.



     5.6   Crediting of Contributions.  Subject to the provisions

of  Sections  4A,  4B  and  Article VII, contributions  shall  be

credited  to  the  Separate Accounts  of  a  Participant  in  the

following manner:

     (a)   the amount of Before-Tax Contributions made on  behalf
     of  a  Participant  shall be credited to such  Participant's
     Before-Tax Account;

     (b)   the  amount  of  After-Tax  Contributions  made  by  a
     Participant  shall be credited to such Participant's  After-
     Tax Account;

     (c)   the  amount of Matching Contributions allocated  to  a
     Participant shall be credited to the Participant's  Matching
     Contributions Account.

     (d)   the  amount  of  Rollover  Contributions  made  by   a
     Participant after December 31, 1992 shall be credited to the
     Participant's Rollover Account.

     Such    Before-Tax,   After-Tax,   Rollover   and   Matching

Contributions shall be invested by the Trustee in accordance with

the  provisions of Section 6.3 and procedures established by  the

Plan Administrator.



     5.7  Changes in Reduction and Deduction Authorizations.  The

percentage    of    Before-Tax   Contributions   and    After-Tax

Contributions  made  by, or on behalf of, a  Participant  may  be

changed   to  satisfy  legal  requirements  in  accordance   with

procedures established by the Plan Administrator; to an  integral

percentage  which  does not exceed the limitations  specified  in

Articles III and IV.



     5.8   Suspension of Contributions.  Any Participant  who  is

making, or having made on his behalf, Before-Tax and/or After-Tax

Contributions under Sections 3.1 or 3.2 may suspend part  or  all

of  such  Contributions at any time by notifying the  Company  in

accordance with procedures established by the Plan Administrator.

Any   such   suspension  shall  remain  in  effect   until   such

Contributions are resumed.


                           ARTICLE VI

 ESTABLISHMENT OF FUNDS, DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

     6.1   Establishment of Investment Funds.  The Company  shall

select  and  establish certain funds (the "Investment  Funds"  or

"Funds") that it shall cause to be maintained for the purpose  of

investing assets held under the Plan which relate to the Separate

Accounts of Plan Participants.  One such Fund shall be a  Company

Stock   Fund   which  shall  invest  solely  in  Company   Stock.

Descriptions of the various funds are contained in Appendix B.



     6.2  Investment Direction of Contributions.  Any Before-Tax,

After-Tax,  Matching, and Rollover Contributions of a Participant

shall  be  invested by the Trustee in accordance with  directions

received from the Participant based upon the investment elections

of  each  Participant made in accordance with the  provisions  of

Sections 6.3 and 6.4, in the various Investment Funds selected by

the  Participant, including a Company Stock Fund for the  initial

investment of Matching Contributions as described in section  6.3

below.



     6.3   Investment  of Contributions.  Each Participant,  upon

electing  to  become  a Participant under the  Plan,  shall  make

investment elections directing the manner in which his Before-Tax

and  After-Tax  Contributions, and, if applicable,  his  Rollover

Contributions  shall be invested by the Trustee.   Such  election

shall  be  the  same for Before-Tax and After Tax  contributions.

Contributions  that are credited to a Separate  Account  of  such

Participant shall be invested in the various Investment Funds  in

any  combination of integral percentages that equals 100 percent.

In  the  absence  of  a  valid Participant  election,  Before-Tax

Contributions  and After-Tax Contributions shall be  invested  by

the  Trustee in the Fixed Income Fund pending receipt of a  valid

investment direction from the Participant.  Investment  elections

shall  be  made  by  a  Participant in  accordance  with  uniform

administrative  and  operational rules established  by  the  Plan

Administrator.



     Subject  to  the  provisions of Section 6.4, the  investment

options so elected by a Participant shall remain in effect  until

he changes his investment elections or ceases to be a Participant

in accordance with the provisions of the Plan.



     Matching  Contributions shall be automatically  invested  in

the Company Stock Fund.



     6.4   Election of Participants to Transfer Invested Amounts.

A  Participant, Terminated Participant or Retired Participant may

elect at any time to have a portion or all of the balance of  the

assets  liquidated and transferred from the Investment  Funds  in

which  they  are currently invested to one or more of  the  other

Funds  in  accordance with uniform administrative and operational

rules  established by the Plan Administrator.  Such  an  election

shall become effective, and the Participant may thereafter change

or  revoke  such  election,  at such  times  and  in  the  manner

established by the Plan Administrator.


                           ARTICLE VII

                             VESTING



     7.1  Vesting in Matching Contributions.  A Participant shall

be  100 percent vested in the Matching Contributions credited  to

his  Matching  Contributions Account  as  well  as  all  earnings

credited to such Account, if:



     (a)   such Participant is credited with at least five  years
     of Vesting Service;

     (b)  such Participant attains age 65;

     (c)   such  Participant is declared mentally incompetent  or
     becomes permanently and totally disabled;

     (d)  such Participant dies, or

     (e)    such   Participant's  employment   is   involuntarily
     terminated   due   to  an  involuntary  separation   program
     sponsored  by  the Company, or as a result of  the  sale  or
     other  disposition  of  a Subsidiary  or  division  or  part
     thereof of the Company (or an Affiliate of the Company).

     7.2   Reemployment.  If an Employee incurs a Severance  Date

and is subsequently rehired as an Employee, the following special

rules apply for purposes of vesting under the Plan:

     (a)    If   a  Participant  incurs  a  Severance  Date   and
     subsequently  has a Reemployment Date within  twelve  months
     following  the Severance Date, such Participant's  years  of
     Vesting  Service  will be calculated as if such  Participant
     had never incurred a Severance Date.

     (b)  If a Participant who is vested in his Separate Accounts
     incurs  a  Severance Date and then has a  Reemployment  Date
     more  than  twelve  months after the  Severance  Date,  such
     Participant's years of Vesting Service earned prior  to  the
     Severance  Date  will  be restored for purposes  of  vesting
     under  the  Plan.  However, such a Participant will  not  be
     credited with years of Vesting Service for the period of the
     Participant's absence.

     (c)   If  a  Participant who is not vested in  his  Separate
     Accounts incurs a Severance Date and then has a Reemployment
     Date more than twelve months but less than seven years after
     the  Severance  Date, such Participant's  years  of  Vesting
     Service  earned prior to the Severance Date will be restored
     for  purposes  of vesting under the Plan.  However,  such  a
     Participant  will  not  be credited with  years  of  Vesting
     Service for the period of the Participant's absence.

     7.3   Vesting in Before-Tax and After-Tax Contributions.   A

Participant shall always be 100 percent vested in Before-Tax  and

After-Tax  Contributions credited to his Before-Tax and After-Tax

Accounts,  and  in  any Rollover Contributions  credited  to  his

Rollover  Account,  as  well  as all earnings  credited  to  such

Accounts.



     7.4   Election of Former Vesting Schedule.  In the event  of

an  amendment to the Plan that directly or indirectly affects the

computation  of  a Participant's nonforfeitable interest  in  his

Separate  Accounts  attributable to Matching  Contributions,  any

Participant  who is a Participant on the effective date  of  such

amendment or who is credited with three or more years of  Vesting

Service shall have a right to have his nonforfeitable interest in

such  accounts  continue  to  be  determined  under  the  vesting

schedule in effect prior to such amendment rather than under  the

new  vesting schedule, unless the nonforfeitable interest of such

Participant in such accounts under the Plan, as amended,  at  any

time is not less than such interest determined without regard  to

such amendment.  Notwithstanding the foregoing provisions of this

Section  7.4,  the  vested interest of each  Participant  on  the

effective  date  of such amendment shall not  be  less  than  his

vested interest under the Plan as in effect immediately prior  to

the effective date of such amendment.



                          ARTICLE VIII

                   WITHDRAWALS WHILE EMPLOYED



     8.1  Withdrawal of After-Tax Contributions.  By applying  to

the  Company  in  the  form and manner  prescribed  by  the  Plan

Administrator, a Participant may elect to withdraw in cash or  in

kind,  or both, any portion up to the entire value of his  After-

Tax  Contributions made to the Plan and all earnings on After-Tax

Contributions less any such amounts previously withdrawn.  Such a

withdrawal  will be taken first from any After-Tax  Contributions

made  to  the  Plan  prior  to  1987.   When  pre-1987  After-Tax

Contributions  are  exhausted,  such  withdrawal  will  be  taken

proportionately  from After-Tax Contributions made  to  the  Plan

after  1986 and earnings on all After-Tax Contributions.   After-

Tax  Contributions withdrawn will be taken first from  those  not

subject to Matching Contributions and then from those subject  to

Matching Contributions.



     8.2   Withdrawal of Rollover Contributions.  By applying  to

the  Company  in  the  form and manner  prescribed  by  the  Plan

Administrator, a Participant may elect to withdraw in cash or  in

kind,  or  both,  any  portion, up to the  entire  value  of  his

Rollover  Contributions  made to the  Plan  after  1992  and  all

earnings  on  such Rollover Contributions less any  such  amounts

previously  withdrawn;  provided,  however,  that  he  has  first

withdrawn  the total value of his After-Tax Account  pursuant  to

Section 8.1.



     8.3   Withdrawal  of  Company  Matching  Contributions.   By

applying to the Company in the form and manner prescribed by  the

Plan  Administrator,  a  Participant who is  vested  pursuant  to

Section  7.1 may elect to withdraw in cash or in kind,  or  both,

any  portion up to the entire value of all Matching Contributions

under his Matching Contributions Account and any earnings on such

Contributions  less  any amounts previously  withdrawn;  provided

that   he   first  withdraws  the  value  of  all  his  After-Tax

Contributions  and  Rollover Contributions and  earnings  thereon

pursuant  to the provisions of Sections 8.1 and 8.2; and provided

further that a vested Participant who has not participated in the

Plan   for  at  least  five  years  may  only  withdraw  Matching

Contributions that have been in the Plan for at least two years.



     8.4  Withdrawal of Before-Tax Contributions.  Subject to the

provisions  of this Section 8.4, a Participant may apply  to  the

Company   in  the  form  and  manner  prescribed  by   the   Plan

Administrator, for a withdrawal in cash from his Separate Account

attributable to Before-Tax Contributions and any earnings accrued

through  December 31, 1988, on such Contributions less  any  such

amounts   previously  withdrawn;  provided  that  he  has   first

withdrawn  the  total value of his After-Tax Account,  the  total

value of his Rollover Account, and, if the Participant is vested,

the total value of the Matching Contributions Account pursuant to

Sections 8.1, 8.2 and 8.3.



     At  any time after a Participant has attained age 59-1/2  or

becomes totally and permanently disabled, earnings accrued  after

December  31,  1988,  on  Before-Tax Contributions  may  also  be

withdrawn.  The amounts in such Participant's Before-Tax  Account

will be aggregated with his After-Tax Account for the purpose  of

making  withdrawals from the Plan; and such Participant's Before-

Tax   Contributions,  including  any  interest,  dividends,   and

appreciation thereon, less any amounts previously withdrawn,  may

be   withdrawn  in  connection  with  an  After-Tax  Contribution

withdrawal under Section 8.1.



     Except  for  a  Participant who has attained age  59-1/2  or

become  totally and permanently disabled, a withdrawal of Before-

Tax  Contributions and any earnings thereon, except as  indicated

below,   shall  be  permitted  only  if  the  Plan  Administrator

determines  that  such  withdrawal  is  needed  for  a  Financial

Hardship  and that such withdrawal will not exceed the lesser  of

(i) the amount required to meet the need for which the withdrawal

is  requested,  or  (ii)  the value of  his  Before-tax  Account.

However,  if such Participant has not yet attained age 59-1/2  or

become  totally  and permanently disabled, any  earnings  accrued

after December 31, 1988, on his Before-Tax Contributions are  not

available  for  withdrawal  even  in  the  case  of  a  Financial

Hardship.



     8.5    Withdrawal   on  Account  of  Permanent   and   Total

Disability.  In the event the Participant becomes permanently and

totally  disabled,  he shall be eligible to withdraw  up  to  the

entire  value  of his Separate Accounts under the  provisions  of

Sections  8.1, 8.2, 8.3 and 8.4. In this instance, permanent  and

total disability shall be defined according to uniform procedures

established by the Plan Administrator.


                           ARTICLE IX

                              LOANS



     9.1   Approval and Nature of Loans.  Any Participant who  is

employed  by an Employer or an Affiliate may, in accordance  with

written procedures established by the Plan Administrator apply to

the  Company  (for  any  reason other  than  the  acquisition  of

securities) for a loan pursuant to the provisions of this Article

IX.   Any  loan  granted  to a Participant  shall  be  deemed  an

earmarked  investment  made  for such Participant's  benefit  and

shall be charged against his Separate Accounts.



     9.2   Terms  and  Conditions.  The Plan Administrator  shall

prescribe  the terms and conditions of any loan made  under  this

Article IX, but in any event the following shall apply:



     (a)   The  annual loan interest rate shall equal one percent
     plus  the  prime interest rate as in effect on the fifteenth
     calendar day of the month immediately preceding the calendar
     year  quarter  in  which  such loan is  approved,  and  such
     interest rate shall apply for the entire term of the loan.

     (b)   The  term  of  any  loan shall  be  specified  by  the
     Participant, in half-year increments, but in no event  shall
     such  term  be less than one year and no greater  than  five
     years.   A loan shall be amortized on a substantially  level
     basis,  and  payments shall be made no less frequently  than
     quarterly.

     (c)   The  principal amount of any such  loan  shall  be  in
     increments  of  $100 and shall not be less than  $1,000  and
     shall not exceed the lesser of:

          (i)   $50,000  reduced by the excess (if  any)  of  the
          highest  outstanding loan balance during  the  one-year
          period  ending  on the day the loan is made,  over  the
          outstanding  balance of loans from all qualified  plans
          sponsored  by the Company or an Affiliate on  the  date
          the loan is made, or

          (ii)  one-half the present value of the vested  portion
          of  the Separate Accounts of the Participant as of  the
          most recent valuation.

     (d)   A Participant may have only one loan outstanding under
     the Plan at any time, and may only borrow if at least a one-
     month  period has elapsed since the repayment  date  of  his
     most recent loan.

     (e)   Any  loan  hereunder shall be made from  the  Separate
     Accounts   in   the   following  order:  First,   from   the
     Participant's  Before-Tax Account  (but  in  no  event  will
     income  on  Before-Tax Contributions accrued after  December
     31,  1988,  be  available  for a  loan);  second,  from  the
     Rollover  Account;  third  from the  Matching  Contributions
     Account;  and  fourth,  from  the  After-Tax  Account.   The
     amounts will be drawn pro rata from the Investment funds  in
     a  Separate Account; provided that if any assets in the U.S.
     Government Bond Fund would have to be liquidated to fund the
     loan, that entire Fund must be liquidated prior to the Loan.

     9.3   Repayment  of Loans.  The loan shall be  repaid,  with

interest, in accordance with its terms.  The Trustee shall credit

each payment and allocate such monies among the Separate Accounts

of  such  Participant charged with such loan; provided that  such

allocation  shall  be  made first to the Participant's  After-Tax

Account; second, to the Matching Contributions Account; third, to

the Rollover Account; and fourth, to the Before-Tax Account.  The

recrediting among the Funds with respect to any Separate  Account

shall  be  made in accordance with the Participant's most  recent

investment election.



The outstanding balance of the Loan may be prepaid any time after

three monthly payments have been made.



If  an  amount less than two months' repayment is not  paid  when

due,  the  term  of  the  loan shall be extended  to  cover  such

repayments  if such extension does not increase the term  of  the

loan beyond five years.



     9.4   Default.   An event of default under  the  loan  shall

occur in the following circumstances:



     (a)  Delinquent payments total two months or more, including
     delinquency as a result of bankruptcy.

     (b)   Delinquent payments total less than two months and the
     loan repayment term cannot be extended.

     (c)    A   Participant   terminates  employment,   including
     retirement  or  death,  with an outstanding  loan,  but  not
     including termination under certain voluntary or involuntary
     separation  programs if the separation program permits  such
     continuance of the loan under its terms.

     9.5  Default Remedies.

     (a)   In the event a Participant, Terminated Participant  or
     Retired  Participant who is eligible to  make  monthly  loan
     repayments  to  the  Plan  incurs a default  resulting  from
     Sections 9.4(a) or 9.4(b), such Participant has 60 days from
     the  time of default to (i) make up the missed payments,  or
     (ii)  repay  the outstanding balance of the loan.   If  such
     Participant  chooses  to make up the missed  payments  under
     (i), and the missed payments are made within the 60-day time
     limit,  the default will be cured and the loan continued  as
     if no default had occurred.

     (b)   In  the event of a default resulting from 9.4(c),  the
     Participant  or the Participant's estate must  pay  off  the
     outstanding balance of the loan by certified check no  later
     than 60 days from the date of default.

     (c)  If payment is not received within 60 days from the date
     of default, the Participant shall be deemed to have incurred
     a  taxable event and, at the time permitted by law, to  have
     elected  to make a withdrawal from his Separate Accounts  in
     the  amount  of  the balance of his outstanding  loan,  with
     accrued  interest,  or  in such lesser  amount  as  is  then
     permitted by law, and to have elected to have such withdrawn
     amount  applied  against  his  loan.   In  the  case  of   a
     termination  of  employment, the Separate Accounts  of  such
     Participant  shall be charged with the amount of  such  loan
     balance, along with accrued interest, and such amount  shall
     be   deemed,  at  the  time  permitted  by  law,  to  be   a
     distribution to such Participant.

     (d)   An  Employee who defaults on a Plan loan will  not  be
     eligible for another loan for a period of one year from  the
     date  of default and will be suspended from contributing  to
     the Plan for a period of one year.

     9.6   Reemployment.   If a Participant with  an  outstanding

loan  from  the  Plan terminates, causing the  loan  to  go  into

default,  and  if the Participant is rehired such that  the  loan

repayments  can  be reinstated within 60 days of his  termination

and  such  that  the overall length of the loan repayment  period

(both pre-termination and post-termination) does not exceed  five

years,  the  default  of  the loan may be  voided  and  the  loan

reinstated upon his reemployment.



     9.7   Administration of Loans.  The Plan  Administrator,  or

his   designee,  is  responsible  for  administering   the   loan

provisions established under the Plan.  Such administration shall

be performed such that:

     (a)   loans  shall  be made available to Participants  on  a
     reasonably equivalent basis; and

     (b)  loans shall not be made available to Highly Compensated
     Employees  in  an  amount  greater  than  the  amount   made
     available to other Participants.


                           ARTICLE X

DISTRIBUTIONS UPON RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT



     10.1  Eligibility for Distribution.  Each Participant  shall

be entitled to receive the vested amount of his Separate Accounts

upon  retirement  or  other termination of  employment  with  the

Affiliated Group for any reason, including death.



     10.2 Distributions.  The Plan Administrator shall direct the

Trustee  to  make  distribution to, or  for  the  benefit  of,  a

Participant, who becomes eligible to receive the vested amount of

his   Separate  Accounts  under  Section  10.1  in   the   manner

hereinafter set forth.

     (a)   Distributions to Participants Upon Retirement or Other
     Termination of Employment (Other than Death).  In  the  case
     of  a  Participant who retires or terminates employment with
     the  Affiliated Group (for reasons other than death), if the
     combined  value  of the vested interest of  the  Participant
     under  the Plan and all other qualified profit-sharing plans
     maintained by the Affiliated Group is (and was at  the  time
     of  any prior distribution) $3,500 or less, distribution  of
     such  Participant's vested interest under the Plan shall  be
     made  to  him  as  soon as practicable in a single  lump-sum
     payment.   If  the  value  of the vested  interest  of  such
     Participant  under the Plan and all other qualified  profit-
     sharing plans maintained by the Affiliated Group is (or  was
     at  the time of any prior distribution) in excess of $3,500,
     distribution of such Participant's vested interest under the
     Plan  shall be made in one or more of the following methods,
     in   accordance   with  rules  established   by   the   Plan
     Administrator, as the Participant shall select:

          (i)   in a single lump-sum payment payable at any  time
          prior to the April 1 of the calendar year following the
          calendar year in which the Retired Participant  attains
          age 70-1/2, unless otherwise permitted by law; or

          (ii)   in   the  form  of  an  immediate  or   deferred
          nontransferable annuity contract that complies with the
          requirements of this Plan and Section 401(a)(9) of  the
          Code and is purchased on behalf of such Participant  in
          accordance  with  procedures established  by  the  Plan
          Administrator; or

          (iii)     in a series of monthly or annual installments
          over  a  period  not  in  excess  of  the  normal  life
          expectancy  of  the  Participant  or  the  joint   life
          expectancies  of  the Participant and his  Beneficiary,
          such  installments  to be equal in  amount,  except  as
          necessary to adjust for any net earnings and changes in
          the  market value of his Separate Accounts, or  by  any
          other  method reasonably calculated to provide  a  more
          rapid  distribution  of his interest.   Notwithstanding
          the  foregoing,  a  Participant  may  defer  commencing
          distribution  until the April 1 of  the  calendar  year
          following the calendar year in which he attains age 70-
          1/2 unless otherwise permitted by law.  For purposes of
          this  subparagraph  (iii), the  life  expectancy  of  a
          Participant and such Participant's Beneficiary  may  be
          redetermined,  but not more frequently  than  annually,
          and  in accordance with such rules as may be prescribed
          by  Treasury regulations.  Further, life expectancy and
          joint  and  last survivor expectancy shall be  computed
          using the return multiples of Treasury regulation 1.72-
          9.  A  Participant wishing to have the life  expectancy
          used  to  calculate his benefit redetermined  annually,
          must  so  elect no later than the commencement  of  his
          payments, and such election is irrevocable.  If such an
          election  is  not  made, the life  expectancy  used  to
          calculate   his  benefit  will  not  change,   and   no
          redetermination of life expectancy may be elected at  a
          future date.

          The  form  of the installment payments may  be  changed
          from  monthly to annual or from annual to monthly  once
          subsequent   to  the  initiation  of  the   installment
          payments.  Such change must become effective  with  the
          payment  anniversary  date.  The dollar  amount  of  an
          installment  payment, the length of the payment  period
          under an installment payment or the type of installment
          payment may be changed once per year effective with the
          payment  anniversary  date;  provided,  that  any  such
          changes  meet the requirements of Section  10.7  hereof
          (taking  into  consideration any amendment  of  Section
          401(a)(9)  of the Code).  An installment payment  under
          this  subparagraph (iii) may be changed to another form
          of  payout  under subparagraphs 10.2(a)(i)  or(iv),  or
          such   other   form   of  payout  under   subparagraphs
          10.2(a)(i)  or  (iv) may be changed to  an  installment
          payment  under this subparagraph (iii) once after  such
          payment  or payout commences.  A Participant  receiving
          installment payments under this subparagraph (iii)  may
          effect  a  non-periodic distribution under subparagraph
          10.2(a)(iv)  once in a calendar year.  For purposes  of
          this  subparagraph  (iii), "payment  anniversary  date"
          shall  mean  the  anniversary  of  the  date  that  the
          installment payments commenced.

          (iv) in non-periodic distributions, in cash or in kind,
          or  both,  up  to twice a year in accordance  with  the
          provisions of Section 10.7; provided, however, that the
          Participant    may   defer   making    or    commencing
          distributions  until the April 1 of the  calendar  year
          following the calendar year in which he attains age 70-
          1/2 unless otherwise permitted by law.

     Notwithstanding the foregoing provisions of  this  paragraph
     (a),  if  the  life expectancy of a person  other  than  the
     Participant  or  his spouse is utilized in  determining  the
     amount of any benefit payment, the value of the payments  to
     be made during the life expectancy of such Participant shall
     be  computed pursuant to the minimum distribution incidental
     benefit requirement of Treasury regulations.

     (b)  Distributions Due to Death.  Unless a valid election of
     an  annuity  contract  under subparagraph  (a)(ii)  of  this
     Section  10.2  is  effective, and death  occurs  before  the
     "required  beginning date," (as defined in Section  10.7(c))
     distribution  of the Participant's vested interest  will  be
     made  in accordance with procedures established by the  Plan
     Administrator,  and  subject to an applicable  election,  as
     follows:

          (i)   No  Beneficiary designated.  The  entire  account
          must be distributed by December 31 of the year in which
          the   fifth  anniversary  of  the  Participant's  death
          occurs.

          (ii) Spouse Beneficiary designated.  The entire account
          must  be  distributed over a period not  exceeding  the
          Beneficiary's life expectancy.  Payments must begin  by
          the  later of (1) December 31 of the year following the
          year of the Participant's death, or (2) December 31  of
          the  year the Participant would have attained  age  70-
          1/2.

          (iii)       Non-Spouse  Beneficiary  Designated.    The
          entire  account must be distributed over a  period  not
          exceeding the Beneficiary's life expectancy.   Payments
          must  begin  by  December 31 of the year following  the
          year  of  the  Participant's  death,  or  as  soon   as
          administratively feasible thereafter.

          (iv)  Distribution  Exception.  In  cases  in  which  a
          Beneficiary  does  not wish to receive  a  distribution
          over  his/her life expectancy under (ii) or (iii) above
          (as  applicable), either the Participant or,  following
          the  Participant's death the Beneficiary, may elect  to
          have  the distribution paid out under (i) above.   Such
          an  election  must be made by, and may not  be  revoked
          following, the earlier of (1) December 31 of  the  year
          the distribution is required to commence under (ii)  or
          (iii)  above, or (2) December 31 of the year  in  which
          the   fifth  anniversary  of  the  Participant's  death
          occurs.

     In  the  absence of any specific election by the Participant
     or  Beneficiary  as  to  the form of the  distribution,  the
     distribution  will  be  paid out  under  (ii)  or  (iii)  as
     applicable.

     If   death   occurs   after   the  Retired   or   Terminated
     Participant's "required beginning date," distribution of the
     remaining portion of a Participant's vested interest will be
     made  in accordance with procedures established by the  Plan
     Administrator,  and  subject to an applicable  election,  as
     follows:

          (i)   No  Beneficiary designated.  The  entire  account
          must be distributed immediately.

          (ii) Beneficiary Designated.

               (1)   Payments  made  over the Participant's  life
               expectancy  only.  If no election  to  recalculate
               life  expectancy  was made, the remaining  account
               must be distributed to the Beneficiary at least as
               rapidly  as  under the method of  distribution  in
               effect  at  the  Participant's  death.   The  life
               expectancy  schedule  for a  deceased  Participant
               would  continue  to be used, with the  Beneficiary
               having the option to increase the payments.  If an
               election to recalculate life expectancy was  made,
               the  remaining  account must be paid  out  to  the
               Beneficiary  by December 31 of the year  following
               the year of the Participant's death.

               (2)   Payments  being  made over  the  joint  life
               expectancy of the Participant and Beneficiary.  If
               no  election  to  recalculate life expectancy  was
               made,  the  Beneficiary will continue  to  receive
               distributions  based on the joint life  expectancy
               factors  already  in effect (as if  no  death  had
               occurred), with the Beneficiary having the  option
               to  increase  the amount of the payments.   If  an
               election  is made by the Participant to  have  his
               life  expectancy recalculated and  either  (a)  no
               election   is   made   to  have   his   designated
               Beneficiary's life expectancy recalculated, or (b)
               the    designated   Beneficiary   is    not    the
               Participant's spouse, the Beneficiary will receive
               the regularly scheduled payment in the year of the
               Participant's  death,  and the  remaining  account
               will  be distributed over the Beneficiary's single
               life   expectancy  with  no  recalculation.    The
               Beneficiary has the option to increase the  amount
               of  the  payments.  If an election to  recalculate
               the  Participant's  and the spousal  Beneficiary's
               life  expectancies was made, the Beneficiary  will
               receive  the  regularly scheduled payment  in  the
               year of the Participant's death, and the remaining
               account will be distributed over the Beneficiary's
               single  life  expectancy with recalculation.   The
               Beneficiary has the option to increase the  amount
               of the payments.

     10.3  Forms of Distributions.  All distributions under  this

Article X shall be made in the following manner:

     (a)   Any  distributions, other than  annuity  contracts  or
     monthly  installment payments, may be made  in  cash  or  in
     kind,  or  both,  in  accordance with the  election  of  the
     Participant or Beneficiary.

     (b)   Any  distributions  to  a  Participant  in  a  monthly
     installment form under subparagraph (a)(iii) of Section 10.2
     shall be made in cash.

     (c)   If  a  Participant elects distribution of  his  entire
     vested  interest in an annuity form pursuant to 10.2(a)(ii),
     such  annuity shall provide that if the Participant  is  not
     married  on his Annuity Starting Date, his benefit  will  be
     paid  as  a  single life annuity unless he elects otherwise;
     and  if  he  is  married on his Annuity Starting  Date,  his
     benefit  will be paid in the form of a Qualified  Joint  and
     Survivor   Annuity  with  his  spouse  as   the   contingent
     annuitant,  unless  prior to the Annuity Starting  Date  the
     Participant elects to receive payment of his interest  in  a
     different  annuity  form.   For  married  Participants,  the
     Qualified Joint and Survivor Annuity form of benefit will be
     at  least as valuable as any other optional form of  benefit
     available  under the Plan at the same time.  The Participant
     may  elect  to have such annuity distributed upon attainment
     of the Earliest Retirement Age.

          If  the  Participant is married and elects  to  receive
     payment  of his interest in a different annuity form  or  to
     designate a contingent annuitant other than his spouse,  the
     spouse  of such Participant must consent in writing  thereto
     and such consent must acknowledge the effect of such action,
     the optional form of payment elected and, if applicable, any
     contingent annuitant other than the spouse, and be witnessed
     by  a notary public, unless a Plan representative finds that
     such consent cannot be obtained because the spouse cannot be
     located  or  because  of other circumstances  set  forth  in
     Section  401(a)(11)  of  the  Code  and  regulations  issued
     thereunder.  Any election made under this paragraph (c)  may
     be  made at any time during the 90-day period ending on  the
     Annuity Starting Date.

     (d)   The  annuity  described  in  Section  10.2(a)(ii)  and
     distributed  to  Participant  shall  provide  that  if   the
     Participant  dies  prior to the Annuity  Starting  Date,  is
     survived by a spouse, and was married to such spouse  during
     the  one-year  period  preceding his  death,  his  surviving
     spouse  shall  receive  a  Preretirement  Survivor  Annuity,
     unless   he   filed  a  Qualified  Waiver  with   the   Plan
     Administrator  during the Applicable Election  Period.   The
     Preretirement Survivor Annuity will be calculated as of  the
     Earliest Retirement Age if the Participant dies before  such
     time, or at death if the Participant dies after the Earliest
     Retirement  Age.  Reasonable actuarial adjustments  will  be
     made to reflect a payment earlier or later than the Earliest
     Retirement Age.

     (e)   For  purposes  of  this Section  10.3,  the  following
     definitions apply:

          The  "Annuity Starting Date" means - (i) the first  day
          of  the first period for which an amount is payable  as
          an  annuity,  or  (ii) in the case  of  a  benefit  not
          payable  in  the form of an annuity, the first  day  on
          which  all  events  have  occurred  which  entitle  the
          participant to such benefit.

          The   "Applicable  Election  Period"  is   the   period
          commencing on the first day of the Plan Year in which a
          Participant  attains age 35 and ending on the  date  of
          the  Participant's  death.  If a Participant  separates
          from service prior to the first day of the plan year in
          which  age 35 is attained, with respect to the  account
          balance  as  of  the date of separation,  the  election
          period shall begin on the date of separation.

          The  "Earliest  Retirement Age" shall be  the  date  on
          which the Participant could elect to receive retirement
          benefits.

          The  "Preretirement  Survivor  Annuity"  shall  be   an
          annuity  for  the life of the surviving spouse  of  the
          Retired  or Terminated Participant, payable immediately
          upon the Retired or Terminated Participant's death, the
          actuarial equivalent of which is not less than  50%  of
          the Participant's vested interest in the Plan as of the
          date  of death.  Any security interest held by the Plan
          by  reason  of  a  loan outstanding to the  Participant
          shall  be taken into account in determining the  amount
          of the qualified Preretirement Survivor Annuity.

          The "Qualified Joint and Survivor Annuity" shall be  an
          annuity  for  the  life  of  the  Participant,  with  a
          survivor annuity for the life of the spouse that is not
          less than 50 percent (and not greater than 100 percent)
          of  the  amount payable during the joint lives  of  the
          Participant and the spouse.

          The "Qualified Waiver" is a waiver of the Preretirement
          Survivor Annuity to which the spouse of the Retired  or
          Terminated  Participant consents in  writing  and  such
          consent acknowledges the effect of such action and,  if
          applicable, any optional form of Preretirement Survivor
          Annuity or contingent annuitant and is witnessed  by  a
          notary public, unless a Plan representative finds  that
          such  consent  cannot be obtained  because  the  spouse
          cannot be located or because of other circumstances set
          forth in Section 401(a)(11) of the Code and regulations
          issued thereunder.

     (f)   In the case of a qualified joint and survivor annuity,
     the  Plan  Administrator shall no less than 30 days  and  no
     more  than 90 days prior to the Annuity Starting Date  cause
     to  be  provided to each Participant who elects  to  receive
     payment in the form of an annuity a written explanation  of:
     (i)  the  terms  and  conditions of a  qualified  joint  and
     survivor  annuity; (ii) the Participant's right to make  and
     the  effect of an election to waive the qualified joint  and
     survivor  annuity form of benefit; (iii)  the  rights  of  a
     Participant's  spouse; and (iv) the right to make,  and  the
     effect of, a revocation of a previous election to waive  the
     qualified joint and survivor annuity.

     In  the  case of a qualified Preretirement Survivor Annuity,
     the  Plan Administrator shall cause to be provided  to  each
     Participant   within  the  "applicable  period"   for   such
     Participant   a   written  explanation  of   the   qualified
     Preretirement  Survivor Annuity in such terms  and  in  such
     manner  as  would be comparable to the explanation  provided
     for meeting the requirements outlined above applicable to  a
     qualified joint and survivor annuity.

     The  "applicable period" for supplying the explanation of  a
     qualified preretirement survivor annuity to a participant is
     whichever of the following periods ends last: (i) the period
     beginning  with the first day of the plan year in which  the
     participant attains age 32 and ending with the close of  the
     plan  year  preceding the plan year in which the participant
     attains  age 35; (ii) a reasonable period ending  after  the
     individual  becomes  a participant; or, (iii)  a  reasonable
     period ending after Code section 401(a)(11) first applies to
     the Participant due to his election of an annuity under this
     Plan.    Notwithstanding  the  foregoing,  notice  must   be
     provided  within a reasonable period ending after separation
     from service in the case of a Participant who separates from
     service before attaining age 35.

     For   purposes  of  applying  the  preceding  paragraph,   a
     "reasonable  period"  is  the end  of  the  two-year  period
     beginning  one year prior to and ending one year  after  the
     date of the applicable event described in (ii) or (iii).

     10.4 Disposition of Forfeited Balances.  If a termination of

employment  results  in  a forfeiture of Matching  Contributions,

such  forfeiture  may  either be used to  reduce  the  Employers'

Matching  Contribution obligation or be applied, as  directed  by

the Plan Administrator or Named Fiduciary, as appropriate, to pay

such administrative expenses of the Plan as are legally permitted

to be paid from the Trust and as are actually paid not later than

the next succeeding Plan Year quarter.  If the amount of all such

forfeitures during the quarter exceeds the amount used before the

end   of   the   next  succeeding  quarter  to  reduce   Matching

Contributions and to pay expenses of the Plan, the excess may  be

applied   thereafter   only  to  reduce   matching   contribution

obligations for succeeding quarters until eliminated.



     10.5  Buy-Back and Restoration of Forfeited Amounts.   If  a

Participant  terminates service and receives  the  value  of  his

vested account balance, any nonvested portion will be treated  as

a  forfeiture.   A  Participant who so  incurs  a  forfeiture  of

Matching  Contributions  and  is subsequently  reemployed  within

seven  years  of  his  Severance Date shall have  such  forfeited

amount  restored  to his Separate Accounts, along  with  interest

credited at the Fixed Income Fund rate of return over the  period

of  the  forfeiture,  and  invested  in  accordance  with  a  new

investment   election.    If  such  a  Participant   receives   a

distribution  of part or all of his account, he  must  repay,  in

cash, the full amount of such distribution on or before his final

repayment date and such forfeited amount shall be restored to his

Separate  Accounts  and  invested  in  accordance  with   a   new

investment election.  In this case, no interest shall be  accrued

on  such forfeited amount from the time of the distribution until

the time the distribution is repaid.  Any restoration of Matching

Contributions  shall be made from a special Company  contribution

which  shall not constitute an Annual Addition within the meaning

of Section 4A.  For purposes of repaying the distribution amount,

the  "final repayment date" shall be five years after  the  first

date on which he is subsequently reemployed.



     10.6  Payments to Incompetents or Minors.  If any individual

to  whom an amount is payable hereunder is incapable of attending

to  his  financial  affairs because of  any  mental  or  physical

condition,  including the infirmities of advanced age,  or  is  a

minor,  such amount (unless prior claim therefor shall have  been

made  by a duly qualified guardian or other legal representative)

may,  in the discretion of the Plan Administrator, be paid  to  a

duly  appointed  guardian or to another person  for  the  use  or

benefit  of  the individual found to be a minor or  incapable  of

attending  to his financial affairs or in satisfaction  of  legal

obligations  incurred  by or on behalf of such  individual.   The

Trustee  shall  make  such payment only upon receipt  of  written

instructions  to  such effect from the Plan  Administrator.   Any

such payment shall be charged to the Separate Accounts from which

any such payment would otherwise have been paid to the individual

found  to  be a minor or incapable of attending to his  financial

affairs  and  shall  be  a complete discharge  of  any  liability

therefor under the Plan.



     10.7 Limitations on Commencement and Distribution of Benefit

Payments.

     (a)   Unless the Participant otherwise elects (or is  deemed
     to  elect  otherwise because the combined present  value  of
     such Participant's nonforfeitable accrued benefit under  the
     Plan and all other qualified profit-sharing plans maintained
     by the Affiliated Group does not exceed $3,500), the payment
     of  benefits under the Plan to such Participant shall  begin
     not later than the 60th day after the close of the Plan Year
     in which the latest of the following events occurs:

          (i)  The date on which such Participant attains age 65;

          (ii)  The  tenth anniversary of the date on which  such
          Participant commenced participation in the Plan; and

          (iii)     The date on which such Participant terminates
          service with the Affiliated Group.

     (b)    Notwithstanding  the  foregoing,  such  Participant's
     entire  interest  in  his Separate Accounts  (including  any
     distribution   of   incidental  death  benefits)   must   be
     distributed,  or begun to be distributed, to him  not  later
     than his "required beginning date."

     (c)   A Participant's "required beginning date" is the April
     1st  of  the calendar year following the year in  which  the
     Participant  attains  age 70-1/2.   For  a  Participant  who
     attains age 70-1/2 before January 1, 1988, and is not  a  5-
     percent  owner,  the  term "required beginning  date"  means
     April 1 of the calendar year following the later of (1)  the
     calendar year in which the Participant attains age 70-1/2 or
     (2) the calendar year in which the employee retires.  For  a
     Participant who attains age 70-1/2 before January  1,  1988,
     and is a 5-percent owner, the term "required beginning date"
     means  April 1 of the calendar year following the  later  of
     (1)  the calendar year in which the Participant attains  age
     70-1/2, or (2) the earlier of (i) the calendar year with  or
     within  which  ends the Plan Year in which  the  Participant
     becomes  a  5-percent owner, or (ii) the  calendar  year  in
     which the Participant retires.

     (d)   A  Participant  is treated as a  5-percent  owner  for
     purposes  of this section if such Participant is a 5-percent
     owner  as  defined  under Code Section 416(i)  at  any  time
     during the Plan Year ending with or within the calendar year
     in  which  such  owner attains age 66-1/2 or any  subsequent
     year.

     (e)   Notwithstanding  any provision in  this  Plan  to  the
     contrary,  if  not  made in a lump-sum, the  interest  of  a
     Participant in his Separate Accounts under the Plan must  be
     distributed,   in   accordance  with  Treasury   regulations
     promulgated under Section 401(a)(9) of the Code, over one of
     the four following periods:

          (i)  the life of such Participant;

          (ii)  the  joint  lives  of such Participant  and  such
          Participant's Beneficiary;

          (iii)      a  period  not  extending  beyond  the  life
          expectancy of such Participant; or

          (iv)  a  period  not extending beyond  the  joint  life
          expectancies of such Participant and such Participant's
          beneficiary.

     10.8 Reemployment.  In the event a Participant is reemployed

by  an  Employer or an Affiliate, and if such Retired Participant

again  becomes an active Participant, his Separate Accounts  from

his  prior participation shall be consolidated with the  Separate

Accounts established in his name after such reemployment.


                           ARTICLE XI

                          BENEFICIARIES



     11.1  Designation  of  Beneficiary.  A Participant,  Retired

Participant,   or   Terminated  Participant   may   designate   a

Beneficiary to whom distribution shall be made hereunder  in  the

event such Participant dies before his interest is distributed to

him  in full.  If such Participant has a spouse, his spouse shall

be   his  Beneficiary  and  shall  receive  distribution  of  his

remaining  interest in accordance with the provisions of  Section

10.2(b);  provided, however, that a person or persons other  than

his   spouse  may  be  designated  as  his  Beneficiary  if   the

requirements  of Section 11.3 are met.  Any such  designation  or

change  of  designation shall be subject  to  the  provisions  of

Section 11.3, shall be made in writing in the form prescribed  by

the  Plan  Administrator, and shall become  effective  only  when

filed  with the Plan Administrator; provided, however,  that  any

such  designation or change of designation which is  received  by

the  Plan  Administrator  after the  death  of  the  Participant,

Retired   Participant   or  Terminated   Participant   shall   be

disregarded.



     11.2  Beneficiary in the Absence of Designated  Beneficiary.

If   (i)   a  Participant,  Retired  Participant,  or  Terminated

Participant who dies does not have a surviving spouse and  if  no

Beneficiary  has  been designated pursuant to the  provisions  of

Section  11.1, or (ii) no Beneficiary survives such  Participant,

then the Beneficiary shall be the estate of such Participant.  If

any  Beneficiary designated pursuant to Section 11.1  dies  after

becoming  entitled to receive distributions hereunder and  before

such  distributions are made in full and if no  other  person  or

persons  have  been  designated to receive the  balance  of  such

distributions upon the happening of such contingency, the  estate

of  such deceased Beneficiary shall become the Beneficiary as  to

such balance.



     11.3  Spousal  Consent to Beneficiary Designation.   In  the

event   a   Participant,  Retired  Participant,   or   Terminated

Participant is married, any Beneficiary designation, other than a

designation of his spouse as Beneficiary, shall be effective only

if  his  spouse  consents  in writing thereto  and  such  consent

acknowledges  the  specific designation of  Beneficiary  and  the

effect  of  such  action, and is witnessed by  a  notary  public,

unless  a  Plan representative finds that such consent cannot  be

obtained because the spouse cannot be located or because of other

circumstances  set forth in Section 401(a)(11) of  the  Code  and

Treasury regulations issued thereunder.


                           ARTICLE XII

                         ADMINISTRATION



     12.1 Plan Administrator and Named Fiduciary.  The Plan shall

be  administered  by the Vice President of BP Exploration  &  Oil

Inc. with responsibility for Human Resources (or the successor to

such  office as designated by the Board of Directors)  who  shall

serve  as  Plan Administrator within the meaning of  ERISA.   The

chief  financial  officer of the Company  shall  serve  as  Named

Fiduciary  except  as  otherwise  designated  by  the  Board   of

Directors.



     The Board of Directors may arrange for the delegation by the

Trustee   to  the  Named  Fiduciary  of  any  functions  normally

performed  by trustees (except the custody of assets, the  voting

with respect to shares held by the Trustee, and the purchase  and

sale or redemption of securities.)



     12.2 Duties of Plan Administrator and Named Fiduciary.   The

Plan  Administrator  shall have the authority and  responsibility

for control of the operation and administration of the Plan.  The

Named  Fiduciary  shall  have the responsibility  to  manage  and

control the assets of the Plan, which includes the investment  of

Plan assets.  The Plan Administrator and the Named Fiduciary may,

from  time to time, designate, or revoke the designation of,  one

or  more  persons other than themselves to carry out one or  more

specific   fiduciary  responsibilities.   Each  such  designation

shall:

     (a)  be in writing signed by the Plan Administrator or Named
     Fiduciary, as applicable;

     (b)  specify one or more fiduciary duties in connection with
     the Plan for which such designee shall be responsible; and

     (c)   be  accepted by such designee.  The revocation of  any
     such  designation  shall be in writing signed  by  the  Plan
     Administrator or Named Fiduciary, whichever originally  made
     such  designation, and, shall include a statement that  such
     designee has been notified of such revocation.

     The  Plan  Administrator and the Named Fiduciary shall  also

have  such additional responsibilities and authority with respect

to  the Plan as are specifically vested in them from time to time

by  action  of  the  Board  of Directors  of  the  Company.   The

authority  of  the Plan Administrator and the Named Fiduciary  to

delegate any of their duties as fiduciaries under the Plan to any

designee  may  be  limited pursuant to action of  such  Board  of

Directors.  Each such designated fiduciary may rely upon any such

direction,  information,  or action of  the  Plan  Administrator,

Named  Fiduciary or another designated fiduciary as being  proper

under this Plan or the Trust, and is not required under this Plan

or the Trust to inquire into the propriety of any such direction,

information,  or action.  It is intended under the Plan  and  the

Trust  that  each fiduciary shall be responsible for  the  proper

exercise  of  its  own  powers,  duties,  responsibilities,   and

obligations  under  this  Plan and the Trust  and  shall  not  be

responsible  for any act or failure to act of another  fiduciary.

No  designated fiduciary, Plan Administrator, Named Fiduciary nor

the  Group  guarantees  the  Trust Fund  in  any  manner  against

investment loss or depreciation in asset value.



     No  bond  or  other security shall be required of  the  Plan

Administrator or the Named Fiduciary or anyone delegated  to  act

on   behalf   of  either,  nor  shall  they  receive   additional

compensation for services performed by them in the administration

of this Plan, except as may otherwise be required by law.



     No  director,  officer or Employee of  the  Group  shall  be

personally  liable for any act or omission to act  in  connection

with the operation or administration of the Plan, except for  his

own  willful  misconduct  or  gross  negligence,  except  as  may

otherwise be required by law.



     The  Plan Administrator and the Named Fiduciary and each  of

their  designees,  if any, may serve, subject  to  the  foregoing

provisions  of  this  Section 12.2, in more  than  one  fiduciary

capacity  with  respect to the Plan and may employ  one  or  more

persons  to render advice with regard to any responsibility  such

fiduciary has under the Plan.



     The  Plan  Administrator shall have the sole  and  exclusive

discretion  and  authority to apply, construe and  interpret  all

provisions  and terms of the Plan, to grant and/or deny  any  and

all  claims for benefits, and to determine and decide any and all

issues  and  factual  circumstances relating to  eligibility  for

benefits.  All findings, decisions and determinations of any kind

made by the Plan Administrator shall not be disturbed unless  the

Plan  Administrator  has  acted in an  arbitrary  and  capricious

manner.    Subject  to  the  requirements  of   law,   the   Plan

Administrator  shall be the sole judge of the standard  of  proof

required  in  any claim for benefits and in any determination  of

eligibility   for  a  benefit.   All  decisions   of   the   Plan

Administrator  shall be final and binding on  all  parties.   The

Plan  Administrator shall exercise his powers in  a  uniform  and

nondiscriminatory manner.



     12.3 Rules and Regulations.  The Plan Administrator may from

time   to   time   prescribe  rules  or   regulations   for   the

administration of the Plan.  Without limiting the  generality  of

the  foregoing, the Plan Administrator may adopt  such  rules  or

regulations  with respect to the signature by an Employee  and/or

the  spouse of an Employee, any directions or other papers to  be

signed   by   Employees,  and  similar  matters   as   the   Plan

Administrator  shall determine to be necessary  or  advisable  in

view of the laws of any state or country.



     12.4  Trust Agreement and Trustee.  The Named Fiduciary  and

the Trustee have entered into a trust agreement pursuant to which

the  Trustee  is  to act as trustee under the  Plan.   The  Named

Fiduciary  may, without further reference to, or action  by,  any

Subsidiary  participating in the Plan, from time  to  time  enter

into  such  further agreements with the Trustee or other  parties

and  make such amendments to such trust agreement or such further

agreements as it may deem necessary or desirable.



     The  Named  Fiduciary  may from time  to  time  designate  a

successor  Trustee  which shall be a bank or trust  company  with

capital  and surplus of not less than $10,000,000, and the  Named

Fiduciary may require the Trustee to take such steps and  execute

such  instruments  as the Named Fiduciary may deem  necessary  or

desirable  to make effective the transfer of the Trust assets  to

the successor Trustee and to maintain the Plan.



     12.5  Determination of Benefits and Claims Review.  The Plan

Administrator   or   his   designee  shall   make   all   initial

determinations as to the right of any person to a  benefit.   The

Plan  Administrator shall establish and follow  a  procedure  for

review  of any such determination consistent with regulations  of

the Department of Labor under Section 503 of the Act.



     12.6  Agency.  The Plan Administrator, the Named  Fiduciary,

or  the Trustee need not recognize the agency of any party for  a

Participant  or a Beneficiary unless it shall receive documentary

evidence thereof satisfactory to it and thereafter from  time  to

time,  as  the  Plan Administrator, the Named Fiduciary,  or  the

Trustee  may  determine, additional documentary evidence  showing

the  continuance  of  such agency.  The Plan  Administrator,  the

Named  Fiduciary, or the Trustee shall be entitled to  rely  upon

the  continuance of such agency and to deal with the agent as  if

he or it were the Participant or the Beneficiary.



     12.7  Records Conclusive.  The records of the Trustee,  Plan

Administrator, Named Fiduciary, Employers, and Subsidiaries shall

be   conclusive  in  respect  of  all  matters  involved  in  the

administration of the Plan.



     12.8 Expenses.  Expenses and costs of the Plan shall be paid

in the following manner:



     (a)   Except  as  otherwise provided in the  Plan  or  trust
     agreement,  all costs and expenses incurred in administering
     the  Plan,  including the expenses of the Plan Administrator
     and  Named  Fiduciary, the fees and expenses of the  Trustee
     and its counsel, and other administrative expenses, shall be
     ratably  shared  by  the Employers on such  basis  as  shall
     otherwise   be   mutually  agreed  upon  or,  failing   such
     agreement, as shall be determined by the Company.

     (b)   Taxes,  if any, on any assets held by the  Trustee  or
     income  therefrom which are payable by the Trustee shall  be
     charged against the Participant's Separate Accounts  as  the
     Trustee shall determine.

     12.9   Qualified  Domestic  Relations  Orders.    The   Plan

Administrator shall establish reasonable procedures to  determine

the  status  of  domestic  relations  orders  and  to  administer

distributions under domestic relations orders which are deemed to

be  qualified  orders.  Such procedures shall be in  writing  and

shall  comply with the provisions of Section 414(p) of  the  Code

and regulations issued thereunder.



     Anything to the contrary in the Plan notwithstanding, in the

event  a  qualified  domestic  relations  order  provides  for  a

distribution  of  a  Participant's, Terminated  Participant's  or

Retired  Participant's Separate Accounts, or any portion thereof,

to  an alternate payee as defined under Section 414(p)(8) of  the

Code,  such  distribution  may include Before-Tax  Contributions,

After-Tax  Contributions,  Rollover  Contributions  and  Matching

Contributions, as well as earnings thereon, without regard to the

date  as  of  which such Participant, Terminated  Participant  or

Retired Participant separates from service or attains age 59-1/2.


                          ARTICLE XIII

                     ASSETS HELD BY TRUSTEE



     13.1  Assets  Held  by  Trustee.   All  cash,  bonds,  stock

certificates, and contracts representing monies on  deposit  with

insurance  companies shall, until disposed  of  pursuant  to  the

provisions of this Plan, be held in the possession or name of the

Trustee; provided, however, that transferable securities  may  be

registered  in  the name of the Trustee or in  the  name  of  its

nominee.   All Mutual Fund shares may be held as unissued  shares

(not  in  certificate form), in the name of  the  Trustee.   Non-

transferable securities shall be issued in such name or names  as

the  Trustee  may  elect,  subject  to  any  applicable  laws  or

regulations at the time in effect with respect thereto.   In  the

sole discretion of the Trustee, investments in a particular issue

of  stock, security, or a particular issue of bonds made  at  the

direction  of more than one Participant may be represented  by  a

single certificate, single contract, or single bond, as the  case

may be.



     The  assets  of  the Trust will be valued annually  at  fair

market value as of the last day of the Plan Year.  The respective

accounts of Participants shall be adjusted in accordance with the

valuation.



     13.2  Options,  Rights, or Warrants. in the event  that  any

options,  rights,  or warrants shall be granted  or  issued  with

respect  to shares of stock held by the Trustee under  the  Plan,

the  Trustee  shall  give  to the Participant  who  directed  the

investment in such shares a reasonable opportunity to direct  the

Trustee  to  exercise such options, rights, or warrants  for  his

Separate Account, and if any cash shall be required in connection

with  such exercise, such Participant shall, simultaneously  with

his  direction to the Trustee, authorize the Trustee to  use  for

such  purpose  any  uninvested funds held  for  him  and/or  make

available  to the Trustee any additional necessary  funds.   Such

additional funds may be made available to the Trustee  either  by

payment thereof in cash or by written direction to the Trustee on

forms  prescribed by the Plan Administrator to sell any  security

held  for him; provided, however, that any such additional  funds

deposited  by any Participant with the Trustee for the  aforesaid

purpose   shall   not  be  deemed  a  Before-Tax   or   After-Tax

Contribution under Article Ill.  Any securities acquired  as  the

result  of the exercise of any such options, rights, or  warrants

shall  be added to the Participant's Separate Accounts.   If  any

Participant shall not, within the time designated by the Trustee,

direct the Trustee to exercise any such option, right, or warrant

and  make  available  to  the Trustee any  necessary  funds,  the

Trustee  shall  sell  such  option,  right,  or  warrant  on  any

registered  security exchange, if there be any  market  therefor,

and  the cash proceeds from the sale of any such options, rights,

or  warrants  shall  be  credited to the  Participant's  Separate

Accounts.  The foregoing provisions notwithstanding, the  Trustee

shall  reserve  the right to determine whether any  dividends  on

Company  Stock held by the Plan shall be paid in cash or in  kind

under a share dividend plan.



     13.3  Voting  Rights.  The Trustee shall  vote  the  Company

Stock  held in the Company Stock Fund for the respective accounts

of  Participants in accordance with such Participants' directions

which  may  be certified to the Trustee by the Plan Administrator

or  any agent designated by the Plan Administrator; provided that

any such shares with respect to which no such direction shall  be

received and any fractional shares shall be voted by the  Trustee

in the same proportions as shares as to which voting instructions

have been received.



     13.4  Cost and Proceeds of Securities Transactions.  If  the

purchase  or  sale  of  securities by  the  Trustee,  whether  in

pursuance  of standing directions or specific directions,  cannot

be  completed  in  a  single transaction, but  requires  multiple

transactions, the price per unit (including prices determined  by

the Trustee in cases of matched purchases and sales) at which all

securities of that particular issue are purchased or sold by  the

Trustee shall be the weighted average net price per unit at which

all securities of that particular issue are purchased or sold for

the multiple transactions.



     13.5  Brokerage  Charges.  Brokerage  commissions,  transfer

taxes,  and  other  charges and expenses in connection  with  the

purchase or sale of securities shall be added to the cost of such

securities or deducted from the proceeds thereof, as the case may

be.



                           ARTICLE XIV

                    AMENDMENT AND TERMINATION



     14.1 Amendments.  Subject to the provisions of Section 14.2,

the  Board of Directors is authorized to amend the provisions  of

the  Plan at any time in its sole discretion.  This authority may

be  delegated  from time to time by resolutions of the  board  of

Directors  to  certain officers of the Group,  which  delegations

shall constitute part of the Plan.



     14.2  Limitation of Amendments.  The Company shall  make  no

amendment  to  the Plan which shall result in the  forfeiture  or

reduction  of  the  interest of any Employee, Eligible  Employee,

Participant,  Terminated  Participant,  Retired  Participant   or

person claiming under or through any one or more of them pursuant

to  the  Plan;  provided, however, that nothing herein  contained

shall  restrict the right to amend the provisions hereof relating

to  the  administration  of the Plan  and  Trust.   Moreover,  no

amendment shall be made hereunder which shall permit any part  of

the Trust property to revert to any Employer or be used for or be

diverted  to  purposes  other  than  the  exclusive  benefit   of

Employees,    Eligible   Employees,   Participants,    Terminated

Participants, Retired Participants and persons claiming under  or

through them pursuant to the Plan.



     14.3 Termination.  The Company reserves the right, by action

of  its  Board  of Directors, to terminate the  Plan  as  to  all

Employers  at any time, which termination shall become  effective

upon notice in writing to the Trustee (the effective date of such

termination  being  hereinafter referred to as  the  "termination

date").   The Plan shall terminate automatically if  there  is  a

complete  discontinuance  of  contributions  hereunder   by   all

Employers.   Upon any such termination of the Plan,  the  Trustee

and  the Company shall take the following actions for the benefit

of  Participants, Terminated Participants, Retired  Participants,

and Beneficiaries:

     (a)  As of the termination date, the Trustee shall value the
     Funds hereunder, and the Plan Administrator shall adjust all
     Separate  Accounts accordingly.  The termination date  shall
     become  a  valuation date.  In determining the net worth  of
     the  Funds  hereunder,  the  Trustee  shall  include  as   a
     liability such amounts as in its judgment shall be necessary
     to  pay  all expenses in connection with the termination  of
     the  Trust and the liquidation and distribution of the Trust
     property, as well as other expenses, whether or not accrued.
     and shall include as an asset all accrued income.

     (b)    The   Trustee,  upon  instructions  from   the   Plan
     Administrator,   shall  then  segregate  and,   subject   to
     applicable  provisions of the Code relating to  distribution
     of  Before-Tax Contributions, distribute an amount equal  to
     the   entire   interest  of  each  Participant,   Terminated
     Participant,  Retired  Participant and  Beneficiary  in  the
     Funds  to  or  for the benefit of each such  Participant  or
     Beneficiary  in  accordance with the provisions  of  Section
     10.2.

     Notwithstanding  anything to the contrary contained  herein,

upon  any  such Plan termination, the interest of any Participant

and  Beneficiary  shall become fully vested  and  nonforfeitable;

and,  if  there is a partial termination of the Plan  within  the

meaning  of  the  Code,  the interest  of  each  Participant  and

Beneficiary  who  is affected by such partial  termination  shall

become fully vested and nonforfeitable.



     14.4 Withdrawal of an Employer.  An Employer other than  the

Company  may, by action of its board of directors, withdraw  from

the  Plan, such withdrawal to be effective upon notice in writing

to  the  Company and shall thereupon cease to be an Employer  for

all   purposes  of  the  Plan.   An  Employer  shall  be   deemed

automatically  to  withdraw from the Plan in  the  event  of  its

complete  discontinuance  of contributions  or  (subject  to  the

provisions  of  Section 14.5) in the event  it  ceases  to  be  a

Subsidiary.



     14.5  Corporate  Reorganization.  The merger, consolidation,

or  liquidation of the Company or any Employer with or  into  the

Company  or any other Employer shall not constitute a termination

of the Plan as to the Company or such Employer.


                           ARTICLE XV

                    MISCELLANEOUS PROVISIONS



     15.1   No  Commitment  as  to  Employment.   Nothing  herein

contained shall be construed as a commitment on the part  of  any

Employer  to  continue the employment or rate of compensation  of

any Employee hereunder for any period.



     15.2  Rights to Trust Assets.  Nothing in the Plan shall  be

construed to confer any right or claim upon any person other than

the   parties   hereto,  Participants,  Terminated  Participants,

Retired Participants and Beneficiaries.  All payments of benefits

as provided in the Plan shall be made solely out of the assets of

the  Trust. and none of the fiduciaries shall be liable  therefor

in any manner.



     15.3  Precedent.  Except as otherwise specifically  provided

or  required by law, no action taken in accordance with the terms

of  the  Plan, by an Employer, the Company, or any fiduciary  for

the  Plan,  shall be construed or relied upon as a precedent  for

similar action under similar circumstances.



     15.4  Duty  to Furnish Information.  Each of the  Employers,

the  Company, or the Trustee shall furnish to any of  the  others

any documents, reports, returns, statements, or other information

that  any other reasonably deems necessary to perform its  duties

imposed hereunder or otherwise imposed by law.



     15.5 Merger, Consolidation, or Transfer of Plan Assets.  The

Plan shall not be merged or consolidated with any other plan, nor

shall  any of its assets or liabilities be transferred to another

plan,  unless,  immediately after such merger, consolidation,  or

transfer  of assets or liabilities, each Participant,  Terminated

Participant,  Retired Participant or Beneficiary will  receive  a

benefit which is at least equal to the benefit he was entitled to

immediately  prior to such merger, consolidation, or transfer  of

assets or liabilities (if the plan had then terminated).



     15.6  Return of Contributions to Employers.  If a Before-Tax

Contribution or a Matching Contribution

     (a)  is made under a mistake of fact, or

     (b)  is conditioned upon deduction of the Contribution under
     Section 404 of the Code and such deduction is disallowed, or

     (c)   is conditioned upon initial qualification of the  Plan
     under  Section 401(a) of the Code and the Plan does  not  so
     qualify,

such  a Contribution may be returned to the Employers within  one

year  after  the  mistaken  payment  of  the  contribution,   the

disallowance of the deduction (to the extent disallowed), or  the

date  of  denial of the qualification of the Plan,  whichever  is

applicable.   For  this purpose, all Contributions  made  by  the

Employers  are  expressly declared to be conditioned  upon  their

deductibility under Section 404 of the Code and the qualification

of the Plan.



     15.7 Filing of Notices and Plan Information.  Any Plan forms

to  be filed with the Plan shall be mailed by first-class mail or

otherwise delivered to the BP America Participant Service  Center

at the following address:

               BT Services Tennessee, Inc.
               Bankers Trust New York Corp.
               P. O. box 305049
               Nashville, TN 37230-5049

Such  forms must be actually received by the applicable due  date

under  the Plan.  Any Plan notices or communications to be  filed

with the Plan Administrator or Named Fiduciary shall be mailed by

first-class mail or otherwise delivered to such individual at 200

Public  Square, Cleveland, Ohio 44114-2375.  Legal notices  shall

be  directed  to  the Corporate Secretary, BP America  Inc.,  200

Public Square, Cleveland, Ohio 44114-2375.



     15.8  Governing Law.  Except as provided under federal  law,

the provisions of the Plan shall be governed by and construed  in

accordance with the laws of the State of Ohio.



     15.9  Restriction  on  Alienation.  Except  as  provided  in

Sections  401(a)(13)(B)  and  414(p)  of  the  Code  relating  to

qualified  domestic  relations orders or  as  otherwise  provided

under Section 401(a)(13) of the Code and related regulations,  no

benefit under the Plan at any time shall be subject in any manner

to  anticipation, alienation, assignment (either  at  law  or  in

equity),  encumbrance,  garnishment, levy,  execution,  or  other

legal  or equitable process.  No person shall have power  in  any

manner  to  anticipate, transfer, assign (either  at  law  or  in

equity),  alienate, or subject to attachment, garnishment,  levy,

execution,  or other legal or equitable process, or  in  any  way

encumber  his  benefits under the Plan, or any part thereof,  and

any  attempt to do so shall be void.  If by reason of any attempt

by  a Participant, Terminated Participant, Retired Participant or

Beneficiary to alienate, sell, transfer, assign, pledge, encumber

or  otherwise dispose of any right or interest under the Plan, or

if  by  reason  of  bankruptcy or insolvency or  because  of  any

attachment,  garnishment  or  other  proceeding  or,  any  order,

finding  or  judgment of any court, either in law or  in  equity,

prior  to  the  actual transfer and delivery  of  such  right  or

interest  to  such  Participant or  Beneficiary,  such  right  or

interest except for this Section would be payable to, or  enjoyed

by  some person, firm, or corporation other than such Participant

or  Beneficiary, then any such right or interest shall cease, and

thereafter   the  Trustee,  upon  the  direction  of   the   Plan

Administrator, shall from time to time as and when payments would

otherwise  (except for this Section) become due  and  payable  to

such Participant or Beneficiary, pay or deliver to or expend  for

the  use and benefit of such Participant or Beneficiary or to  or

for  the  use  of any person dependent upon such Participant  for

support  from  any  amount  which  would  have  been  payable  or

distributable to such Participant or Beneficiary, except for this

Section,  such  sums  as  the  Plan  Administrator  in  its  sole

discretion may deem necessary or advisable for his support or for

the  support  of any one dependent upon him.  At the  time  when,

except  for this Section, final payment would be required  to  be

made  to such Participant or Beneficiary, there shall be paid  to

such  Participant  or  Beneficiary only so much  of  the  balance

remaining to his credit under the Plan as the Plan Administrator,

in  the  exercise  of  its sole discretion, may  direct  and  the

remainder  thereof, if any, shall be paid over and  delivered  to

his spouse, if any, or if none, to his children, if any, in equal

shares.  If there is no spouse or children of such Participant or

Beneficiary alive at such time, the Trustee shall pay and deliver

any  portion of any such remaining balance which is not  paid  to

such Participant or Beneficiary to the estate of such Participant

or Beneficiary.



     15.10      Adoption by Subsidiaries.  Any Subsidiary of  the

Company  which  at  the  time is not an Employer  may,  with  the

consent of the Board of Directors of the Company, adopt the  Plan

and   become  an  Employer  hereunder.   An  appropriate  written

instrument evidencing such adoption shall be executed  and  filed

with the Company.



     15.11     Rollovers to Other Plans or IRAs.  Notwithstanding

any  provision  of the Plan to the contrary that would  otherwise

limit  a Distributee's election under this Section, a Distributee

may  elect, at the time and in the manner prescribed by the  Plan

Administrator,  to  have  any portion  of  an  Eligible  Rollover

Distribution  paid  directly  to  an  Eligible  Retirement   Plan

specified by the Distributee in a Direct Rollover.

     Definitions:

     (1)  Eligible  Rollover Distribution.  An Eligible  Rollover
          Distribution is any distribution of all or any  portion
          of the balance to the credit of the Distributee, except
          that   an  Eligible  Rollover  Distribution  does   not
          include:

          (a)   any  distribution that is  one  of  a  series  of
          substantially   equal  periodic  payments   (not   less
          frequently  than annually) made for the life  (or  life
          expectancy) of the Distributee or the joint  lives  (or
          joint  life  expectancies) of the Distributee  and  the
          Distributee's beneficiary, or for a specified period of
          ten years or more;

          (b)   any  distribution to the extent such distribution
          is required under Code Section 401(a)(9); and

          (c)   the  portion  of  any distribution  that  is  not
          includable  in gross income (determined without  regard
          to  the exclusion for net unrealized appreciation  with
          respect to employer securities).

     (2)  Eligible Retirement Plan.  An Eligible Retirement  Plan
          is  an individual retirement account described in  Code
          Section   408(a),  an  individual  retirement   annuity
          described  in  Code  Section 408(b),  an  annuity  plan
          described in Code Section 403(a), or a qualified  trust
          described  in  Code  Section 401(a)  that  accepts  the
          Distributee's Eligible Rollover Distribution.  However,
          in the case of an Eligible Rollover Distribution to the
          surviving  spouse, an Eligible Retirement  Plan  is  an
          individual  retirement account or individual retirement
          annuity.

     (3)  Distributee.   A  Distributee includes  a  Participant,
          Retired  Participant  or  Terminated  Participant.   In
          addition,  the Participant's, Retired Participant's  or
          Terminated  Participant's surviving spouse,  or  former
          spouse  who  is the alternate payee under  a  qualified
          domestic  relations order as defined  in  Code  Section
          414(p), are Distributees with regard to the interest of
          the spouse or former spouse.

     (4)  Direct Rollover.  A Direct Rollover is a payment by the
          Plan  to the Eligible Retirement Plan specified by  the
          Distributee.

     15.12        Administrative    Corrections.     The     Plan

Administrator  or the Named Fiduciary, as appropriate,  may  take

reasonable  actions, consistent with applicable law,  as  may  be

necessary  to  correct any omissions, defects, or inconsistencies

in the operation or administration of the Plan.


                           ARTICLE XVI

                      TOP-HEAVY PROVISIONS



     16.1 Applicability.  Notwithstanding any other provision  to

the  contrary, in the event the Plan is deemed to be a  top-heavy

plan  for any Plan Year, the provisions contained in this Article

XVI  with respect to vesting and Matching Contributions shall  be

applicable with respect to such Plan Year.  In the event the Plan

is  determined  to  be  a top-heavy plan and  upon  a  subsequent

Determination  Date  is determined to no longer  be  a  top-heavy

plan,  the  vesting and the Employer contribution  provisions  in

effect immediately preceding the Plan Year in which the Plan  was

determined  to be a top-heavy plan shall again become  applicable

as of such subsequent Determination Date; provided, however, that

in  the  event  such  prior vesting schedule  does  again  become

applicable, the provisions of Section 7.4 and Section 14.2  shall

apply  (i) to preserve the nonforfeitable accrued benefit of  any

Participant or Beneficiary and (ii) to permit in accordance  with

Section  7.4,  a  Participant to elect to continue  to  have  his

nonforfeitable interest in his Employer contributions  determined

in accordance with the vesting schedule applicable while the Plan

was a top-heavy plan.



     16.2  Top-Heavy Definitions.  For purposes of  this  Article

XVI, the following definitions shall apply:

     (a)   The term "Determination Date" with respect to any Plan
     Year shall mean the last day of the preceding Plan Year.

     (b)   The  term "Determination Period" shall mean  the  Plan
     Year containing the Determination Date or the four preceding
     plan years.

     (c)   The  term  "Key Employee" shall mean any  Employee  or
     former Employee (and the beneficiaries of such Employee) who
     at  any  time during the Determination Period was an officer
     of  the  Company  if  such individual's annual  compensation
     exceeds  50%  of  the dollar limitation under  Code  Section
     415(b)(1)(A),  an owner (or considered an owner  under  Code
     Section  318)  of  one of the ten largest interests  in  the
     Company  if  such  individual's  compensation  exceeds   100
     percent   of  the  dollar  limitation  under  Code   Section
     415(c)(1)(A), a 5-percent owner of the Company,  or  a  one-
     percent  owner of the Company who has an annual compensation
     of more than $150,000.  For purposes of this definition, the
     term  "compensation" has the meaning given to such  term  by
     Code section 414(q)(7).

     (d)   The term "Non-Key Employee" shall mean any Participant
     who is not a Key Employee.

     (e)   The  term  "Permissive Aggregation Group"  shall  mean
     those   plans   not   included  in  an  Employers   Required
     Aggregation  Group  in conjunction with any  other  plan  or
     plans of such Employer, so long as the entire group of plans
     would   continue  to  meet  the  requirements  of   Sections
     401(a)(4) and 410 of the Code.

     (f)  The term "Required Aggregation Group" shall include (i)
     all  plans  of  an  Employer in which a Key  Employee  is  a
     participant  and (ii) all other plans of an  Employer  which
     enable  a  plan described in clause (i) hereof to  meet  the
     requirements of Sections 401(a)(4) or 410 of the Code.

     (g)   A "Super Top-Heavy Group" with respect to a particular
     Plan  Year  shall mean a Required or Permissive  Aggregation
     Group that, as of the Determination Date, would qualify as a
     top-heavy  group  under the definition in paragraph  (h)  of
     this  Section  16.2  with "90 percent" substituted  for  "60
     percent"  each  place  where "60 percent"  appears  in  such
     definition.

     (h)   The  term  "Super Top-Heavy Plan" with  respect  to  a
     particular  Plan  Year shall mean a plan  that,  as  of  the
     Determination Date, would qualify as a top-heavy plan  under
     the  definition in paragraph (i) of this Section  16.2  with
     "90  percent" substituted for "60 percent" each place  where
     "60  percent" appears in such definition.  A plan is also  a
     "Super  Top-Heavy Plan" if it is part of a  Super  Top-Heavy
     Group.

     (i)  The term "top-heavy group" with respect to a particular
     Plan  Year shall mean a required or a Permissive Aggregation
     Group  if  the  sum, as of the Determination  Date,  of  the
     present  value  of the cumulative accrued benefits  for  Key
     Employees under all defined benefit plans included  in  such
     group  and  the  aggregate of the account  balances  of  Key
     Employees  under all defined contribution plans included  in
     such  group  exceeds 60 percent of a similar sum  determined
     for  all  employees covered by the plans  included  in  such
     group.

     (j)   The term "top-heavy plan" with respect to a particular
     Plan  Year  shall  mean  (i),  in  the  case  of  a  defined
     contribution plan, a plan for which, as of the Determination
     Date,  the aggregate of the accounts (within the meaning  of
     Section  416(g) of the Code and the regulations  thereunder)
     of  Key Employees exceeds 60 percent of the aggregate of the
     accounts  of  all  Participants under  the  plan,  with  the
     accounts valued as of the relevant Valuation Date,  (ii)  in
     the case of a defined benefit plan, a plan for which, as  of
     the  Determination Date, the present value of the cumulative
     accrued  benefits payable under the plan (within the meaning
     of   Section   416(g)  of  the  Code  and  the   regulations
     thereunder)  to  Key Employees exceeds  60  percent  of  the
     present  value of the cumulative accrued benefits under  the
     plan  for  all  employees,  with present  value  of  accrued
     benefits  to be determined in accordance with the  actuarial
     assumptions  specified  in such defined  benefit  plan,  and
     (iii)  a  plan  that  is  part of a  top-heavy  group.   For
     purposes of this paragraph, a Participant's accrued  benefit
     in a defined benefit plan will be determined under a uniform
     accrual  method  applied  under all  defined  benefit  plans
     maintained by the Company or an Affiliate or, where there is
     no  such method, as if such benefit accrued not more rapidly
     than  the  slowest  rate  of  accrual  permitted  under  the
     fractional  rule  of  Section  411(b)(1)(C)  of  the   Code.
     Notwithstanding the foregoing provisions of this  paragraph,
     however,  a plan shall be deemed not to be a top-heavy  plan
     if  it is part of a required or Permissive Aggregation Group
     that is not a top-heavy group.

     (k)   The  term "Valuation Date" shall mean the most  recent
     valuation  date within a twelve-month period ending  on  the
     Determination Date.

     16.3  Accelerated  Vesting.   In  the  event  the  Plan   is

determined to be a top-heavy plan with respect to any Plan  Year,

a  Participant  who  is  not  vested  in  his  Separate  Accounts

attributable  to  Matching Contributions in accordance  with  the

provisions  of  Article  VII  shall  be  eligible  to  receive  a

nonforfeitable percentage of Matching Contributions allocated  to

his Separate Accounts which shall be determined by application of

the following vesting schedule:

Years of Vesting Service                Nonforfeitable Percentage
Less than 2 years                                              0%
2 years but less than 3 years                                 20%
3 years but less than 4 years                                 40%
4 years but less than 5 years                                 60%
5 years but less than 6 years                                 80%
6 years or more                                              100%


An  involuntary  cash-out shall not be an amount  less  than  the

present  value  of  a Participant's entire employer-derived  non-

forfeitable benefit at the time of the distribution.



     16.4  Minimum Matching Contribution.  In the event the  Plan

is  determined to be a top-heavy plan with respect  to  any  Plan

Year,  the  Matching  Contributions  allocated  to  the  Separate

Accounts of each Non-Key Employee who is a Participant and who is

not  separated from service with the Employer as of  the  end  of

such  Plan  Year shall be no less than the lesser  of  (a)  three

percent  of  his  compensation or (b) the largest  percentage  of

compensation that is allocated for such Plan Year to the Separate

Accounts  of  any Key Employee, provided that, in the  event  the

Plan  is  part  of  a Required Aggregation Group,  and  the  Plan

enables a defined benefit plan included in such group to meet the

requirements of Section 401(a)(4) or 410 of the Code, the minimum

allocation of Matching Contributions to the Separate Accounts  of

each  Non-Key Employee shall be three percent of the compensation

of  such  Non-Key Employees, and provided further  that,  if  the

highest  rate  allocated to any Key Employee is less  than  three

percent,  amounts  contributed as a result of a salary  reduction

agreement must be included in determining contributions  made  on

behalf  of Key Employees.  Any minimum allocation to the Separate

Accounts of a Participant required by this Section 16.4 shall  be

made  without regard to any social security contribution made  by

the  Employer on behalf of the Participant and without regard  to

whether  or  not a Non-Key Employee withdraws his Before  Tax  or

After  Tax Contributions.  This minimum allocation shall be  made

for  a Non-Key Employee who has not separated from service at the

end  of the Plan Year, regardless of whether the Non-Key Employee

has  less  than  1000  hours  for the year.  Notwithstanding  the

minimum  top-heavy allocation requirements of this Section  16.4,

in  the  event  that the Plan is a top-heavy plan,  each  Non-Key

Employee hereunder who is also covered under a top-heavy  defined

benefit plan maintained by an Employer will receive the top-heavy

benefits provided for under such defined benefit plan in lieu  of

the minimum top-heavy allocation under the Plan.



     16.5     Adjustments    to    Section    415    Limitations.

Notwithstanding the provisions of Section 4A, in the  event  that

the Plan is a top-heavy plan and the Employer maintains a defined

benefit  plan  covering  some or all of the  employees  that  are

covered by the Plan, Section 415(e)(2)(B) and 415(e)(3)(B) of the

Code  shall  be  applied  to the Plan by substituting  "1.0"  for

"1.25"  and Section 415(e)(6)(B)(i) of the Code shall be  applied

to  the Plan by substituting "$41,500" for "$51,875", except that

such  substitutions shall not be applied to the Plan if  (a)  the

Plan  is not a Super Top-Heavy Plan and (b) each Non-Key Employee

who  is a Participant, who also participates in a defined benefit

plan  maintained  by an Employer, will receive a defined  benefit

minimum  top-heavy benefit of three percent per year  of  service

(up  to  30%), and (c) each Non-Key Employee who is a Participant

who does not participate in a defined benefit plan maintained  by

an   Employer   will  receive  a  defined  contribution   minimum

allocation of four percent of compensation.

                              * * *

     This  amendment  and restatement of the BP  America  Capital
Accumulation Plan was executed at Cleveland, Ohio, this 19th  day
of February, 1996.

                                   BP AMERICA INC.




                                   By
                                   Felix R. Strater
                                   Vice President, Human
                                   Resources
                                   BP Exploration & Oil Inc.
                                   Plan Administrator


                          APPENDIX A

                 COVERED EMPLOYMENT CLASSIFICATION

                         January 1, 1994

The  following  groups  have  been designated  by  the  Board  of

Directors    as    employment   classifications   eligible    for

participation in the Plan:


Participating Employer   Employment Classification
ACTIVE GROUPS:
BP America               Salaried staff (full-time, part-time &
                         regular part-time)
                         Secondees
                         Interns and Co-ops
                         Kaldair salaried staff (full-time, part-
                         time & regular part-time)
BP Chemicals             Salaried staff (full-time, part-time &
                         regular part-time)
                         Secondees
                         Interns and Co-ops
                         BP Performance Polymers salaried staff
                         (full-time, part-time & regular part-
                         time)
                         Green Lake and Lima salaried staff
                         (full-time, part-time & regular part-
                         time)
                         Green Lake and Lima union hourly
BP Exploration           Alaska salaried staff (full-time, part-
                         time & regular part-time)
                         North Slope salaried staff (full-time,
                         part-time & regular part-time)
                         North Slope hourly
                         Houston salaried staff (full-time, part-
                         time & regular part-time)
                         Colombia salaried staff (full-time,
                         part-time & regular part-time)
                         Interns and Co-ops
BP Oil                   Salaried staff (full-time, part-time &
                         regular part-time)
                         Secondees
                         Interns and Co-ops
                         Salaried staff (full-time, part-time &
                           regular part-time) of:
                           Air BP
                           ANS Trading & Transportation
                           BP Marine
                           Manufacturing and Supply
                           Oil Traders International
                           Pipelines
                           Refining
                           Retail
                           Terminals and Distribution (T&D)
                         Air BP hourly
                         Lima Refinery clerical union hourly
                         Pipeline hourly
                         Terminals & Distribution hourly
                         Gibbs hourly
Carborundum              Chief Executive
TERMINATED EMPLOYEE GROUPS:
BP America               Alternate Fuels Technology salaried
                         staff (full-time, part-time & regular
                         part-time)
                         Alternate Energy Development salaried
                         staff (full-time, part-time & regular
                         part-time)
BP Chemicals             BP Performance Polymers of Rockport and
                         Visalia salaried staff (full-time, part-
                         time and regular part-time)
                         Filon/Silmar salaried staff (full-time,
                         part-time & regular part-time)
                         Salaried staff of Filon/Silmar
                         Covington, Hawthorne and Jonesboro
                         (full-time, part-time & regular part-
                         time)
BP Coal                  Mingo-Logan
                         Salaried staff of Basin Resources,
                         Blossom Coal, BP Coal, BP Coal America,
                         Franklin Coal, Franklin Coal Sales,
                         Hinch Coal, Kitt Energy, Mingo-Logan,
                         Old Ben, Old Ben Coal Sales, Pike Coal
                         (full-time, part-time and regular part-
                         time)
BP Exploration           Tex-Con salaried staff (full-time, part-
                         time & regular part-time)
                         Tex-Con hourly
BP Oil                   Ferndale Refinery salaried staff (full-
                         time, part-time & regular part-time)
                         Lake Charles Calciner salaried staff
                         and hourly
                         Mountaineer Carbon salaried staff and
                         hourly
                         Truckstops of America salaried staff
                         (full-time, part-time & regular part-
                         time)
                         Truckstops of America general managers
                         Truckstops of America Profit Center
                         managers - RRA
                         West Coast service station managers and
                         assistant managers - RRA
                         West Coast Terminals salaried and
                         hourly
BP Minerals              Amselco salaried
                         Kennecott salaried
Carborundum              Applied Composites St. Charles salaried
                         staff
DWA Composite            Salaried staff (full-time, part-time &
Specialties              regular part-time)
Industrial Products      Chase Brass salaried staff


                           APPENDIX B


                        INVESTMENT FUNDS
                         January 1, 1996

     Company  Stock Fund.  The assets of the Company  Stock  Fund
shall  be invested solely in Company Stock.  Company Stock  shall
be  purchased on the open market or shall be acquired through the
support of newly issued Ordinary Shares of the Company's ultimate
parent,   the  British  Petroleum  Company,  p.l.c.  ("BP"),   in
accordance  with any procedures which may be established  by  the
Named  Fiduciary.   Any purchase of Company  Stock  on  the  open
market shall be made only for fair market value as determined  by
the  Trustee,  and any acquisition of Company Stock supported  by
newly  issued BP Ordinary Shares shall be made only for  adequate
consideration.   No  commission shall be  charged  or  paid  with
respect  to any acquisition or sale of Company Stock,  except  in
the  case  of  Company Stock purchased or sold  on  a  registered
national securities exchange.  Except as may otherwise be  agreed
to  by  the  Named  Fiduciary, any acquisition of  Company  Stock
resulting  from the initial investment of Matching  Contributions
shall be acquired through the support of newly issued BP Ordinary
Shares  using the closing price of Company Stock on the New  York
Stock Exchange on the last trading day of the calendar quarter to
which the Matching Contributions relate.

     Fixed  Income Fund.  The Fixed Income Fund shall consist  of
assets  which  are  invested or held for investment  intended  to
provide  a  fixed rate of return including, but not  limited  to,
those   governmental   or   corporate  obligations,   trust   and
participation  certificates  and mortgages,  insurance  contracts
and/or  bank contracts which provide for the repayment  of  funds
invested plus a fixed rate of interest.  The Trustee may also, as
directed by the Named Fiduciary from time to time, purchase third
party  bonds, guarantees or other forms of insurance on  any  and
all investments in the Fixed Income Fund and may purchase or hold
property in a short-term investment fund consisting of,  but  not
limited to, short term notes, debentures, Treasury bills, savings
bond deposits, commercial paper, and any other property for which
the  maturity is fixed for a period of time not in excess  of  12
months,  or  a  collective  trust comprised  of  such  securities
provided such trust is maintained for trusts which form parts  of
a  pension or profit-sharing plan qualified under the  Code.   To
the  extent  that any such assets are so invested in a collective
trust,  the instrument establishing the collective trust and  the
trust  maintained  thereunder shall be a part  of  the  Plan  and
Trust.

     INVESCO  Total Return Fund.  The INVESCO Total  Return  Fund
seeks  to  achieve  a  high total return  on  investment  through
capital  appreciation  and  current income  by  investment  in  a
combination  of  equity securities and fixed  income  securities.
Above   all,  the  Fund's  objective  is  to  achieve  reasonably
consistent total returns over up and down market cycles.

     The  Windsor Fund.  The Windsor Fund is a mutual fund  which
seeks  long-term growth of capital and income.   As  a  secondary
objective,  it seeks a reasonable level of current  income.   The
Windsor  Fund is a value-oriented growth fund seeking  investment
opportunities  in  stocks that are out of favor  or  undervalued.
The  Fund's  manager  attempts to identify securities  with  good
return  potential  based on earnings power and growth  potential,
but  which  are also available at low prices relative to  current
earnings. The Windsor Fund is part of the Vanguard Group  and  is
managed by Wellington Management Company.

     The  Quantitative Fund.  The Quantitative Fund is  a  mutual
fund  which  seeks a total return greater than that of  the  U.S.
stock  market  as  measured by the S&P 500  market  index,  while
maintaining  a  risk posture similar to that of  the  index.   It
invests  in  a broadly diversified group of common stocks  having
investment  characteristics similar to the stocks represented  in
the  S&P  500 but with emphasis on stocks that the Fund's manager
considers to be undervalued by the market.  The Quantitative Fund
is  part  of  the  Vanguard  Group and  is  managed  by  Franklin
Portfolio Associates, Inc.

     Fidelity  Blue  Chip  Growth Fund.  The Fidelity  Blue  Chip
Growth Fund seeks to achieve long-term capital appreciation  from
a   portfolio   of  equity  securities  issued  by   established,
recognized companies that are experiencing growth.

     J.  P. Morgan Institutional International Equity Fund.   The
J.  P.  Morgan Institutional International equity Fund  seeks  to
provide a high total return from a portfolio of equity securities
(stocks)  of foreign corporations.  The fund assumes a  long-term
investment horizon to pursue its objective.