Exhibit 5(b)


May 26, 1999

The Directors
BP Amoco p.l.c.
Britannic House
1 Finsbury Circus
London EC2M 7BA

Gentlemen:

Reference is made to the proposed offering of interests
("Interests") in The BP America Capital Accumulation Plan, The
DirectSave Plan, The BP America Partnership Savings Plan and The
BP America Savings and Investment Plan (collectively, the
"Plans"), and to the offering through the Plans of ordinary
shares of BP Amoco p.l.c., an English public limited company (the
"Company") either directly or in the form of American Depositary
Shares to employees of certain participating companies that have
adopted the Plans, and certain other participants in the Plans.

I am familiar with the Form S-8 Registration Statement (the
"Registration Statement") that the Company is filing with the
Securities and Exchange Commission to register, among other
things, Interests in the Plans.

I have examined such documents and made such other investigation
as I have deemed necessary for the purpose of giving the opinion
herein stated.

I am of the opinion that the Plans and the Interests therein have
been duly authorized and approved and, when issued pursuant to
the terms and conditions of the Plans, such Interests will be the
valid and binding obligations of BP America Inc., a Delaware
corporation and a wholly owned subsidiary of the Company.

The foregoing opinion is limited to the Federal laws of the
United States and the Delaware General Corporation Law, and I am
not expressing any opinion as to the effect of the laws of any
other jurisdiction.  I hereby consent to the use of the foregoing
opinion as an exhibit to the Registration Statement and to the
use of my name in the Registration Statement.  In giving such
consent I do not hereby admit I am in the category of person
whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Robert D. Agdern

Robert D. Agdern
Vice President and General Counsel
of BP America Inc.