SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    Form 6-K

                            Report of Foreign Issuer

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


                       for the period ended March 31, 2002


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


          BRITANNIC HOUSE, 1 FINSBURY CIRCUS, LONDON, EC2M 7BA, ENGLAND
                    (Address of principal executive offices)


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


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


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


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


THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE  INCORPORATED  BY REFERENCE IN THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  F-3  (FILE  NO.
333-9790) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON
FORM F-3 (FILE NO.  333-65996)  OF BP p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 33-39075) OF BP AMERICA INC. AND BP
p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION  STATEMENT ON FORM F-3 (FILE
NO. 33-20338) OF BP AMERICA INC. AND BP p.l.c.,  THE PROSPECTUS  INCLUDED IN THE
REGISTRATION  STATEMENT  ON FORM F-3 (FILE NO.  33-29102)  OF THE  STANDARD  OIL
COMPANY AND BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION  STATEMENT ON
FORM F-3 (FILE NO. 333-83180) OF BP AUSTRALIA CAPITAL MARKETS LIMITED, BP CANADA
FINANCE COMPANY,  BP CAPITAL MARKETS p.l.c., BP CAPITAL MARKETS AMERICA INC. AND
BP p.l.c.,  THE PROSPECTUS  INCLUDED IN THE  REGISTRATION  STATEMENT ON FORM S-8
(FILE NO.  33-21868) OF BP p.l.c.,  THE PROSPECTUS  INCLUDED IN THE REGISTRATION
STATEMENT ON FORM S-8 (FILE NO. 333-9020) OF BP p.l.c., THE PROSPECTUS  INCLUDED
IN THE REGISTRATION  STATEMENT ON FORM S-8 (FILE NO. 333-9798) OF BP p.l.c., THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  S-8  (FILE  NO.
333-79399)  OF BP  p.l.c.,  AND  THE  PROSPECTUS  INCLUDED  IN THE  REGISTRATION
STATEMENT  ON FORM S-8 (FILE NO.  333-34968)  OF BP p.l.c.,  AND THE  PROSPECTUS
INCLUDED IN THE  REGISTRATION  STATEMENT ON FORM S-8 (FILE NO.  333-67206) OF BP
p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION  STATEMENT ON FORM S-8 (FILE
NO.  333-74414)  OF BP p.l.c.,  AND TO BE A PART  THEREOF FROM THE DATE ON WHICH
THIS REPORT IS FURNISHED,  TO THE EXTENT NOT  SUPERSEDED BY DOCUMENTS OR REPORTS
SUBSEQUENTLY FILED OR FURNISHED.



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

GROUP RESULTS JANUARY - MARCH 2002



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Turnover                                                 - $m     36,290        45,412
Total replacement cost operating profit                  - $m      2,058         5,472
Replacement cost profit before exceptional items         - $m        924         3,001
Replacement cost profit for the period                   - $m        854         3,068
Historical cost profit for the period                    - $m      1,296         2,830
Profit per Ordinary Share                                - cents    5.78         12.59
Dividends per Ordinary Share                             - cents    5.75          5.25

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

(a)  For further  information on replacement  cost profit see Note 6 of Notes to
     Consolidated Financial Statements.


The following  discussion  should be read in conjunction  with the  consolidated
financial   statements  provided  elsewhere  in  this  Form  6-K  and  with  the
consolidated  financial statements and related notes for the year ended December
31, 2001  included in BP p.l.c.'s  Annual Report on Form 20-F for the year ended
December 31,  2001.  The  financial  information  for 2001 has been  restated to
reflect (i) the adoption by the Group of UK Financial  Reporting Standard No. 19
(FRS 19)  `Deferred  Tax' with effect from January 1, 2002 and (ii) the transfer
of the solar,  renewables and alternative fuels activities from Other businesses
and corporate to Gas and Power on January 1, 2002. To reflect this transfer, Gas
and Power has been renamed Gas,  Power and  Renewables  from the same date.  See
Note 2 of Notes to Consolidated Financial Statements for further information.

BP has acquired a 51% interest in and has consolidated Veba Oil with effect from
February 1, 2002.

The reduction in turnover for the first quarter primarily  reflects  significant
decreases in oil and natural gas prices.

Replacement  cost profit  before  exceptional  items (which  excludes  inventory
holding  gains and losses) was $924 million for the three months ended March 31,
2002,  compared with $3,001  million for the  equivalent  period of 2001.  These
results are after  charging  special  items of $185 million  ($120 million after
tax) for the three  months  ended March 31,  2002,  and $63 million ($40 million
after tax) for the  equivalent  period of 2001. The results for the three months
ended March 31, 2002 and 2001 are also after charging  acquisition  amortization
of $538 million and $671 million, respectively.  Acquisition amortization refers
to  depreciation  relating  to  the  fixed  asset  revaluation  adjustments  and
amortization   of  goodwill   consequent   upon  the  ARCO  and  Burmah  Castrol
acquisitions  in 2000. The special  charges for the three months ended March 31,
2002 comprised  restructuring  charges for Upstream and Chemicals,  Veba, Solvay
and  Erdoelchemie   integration  costs  and  litigation  costs.  Those  for  the
corresponding   period  of  2001  comprise  Burmah  Castrol  integration  costs,
rationalization  costs in the North European  commercial and industrial business
in Refining and Marketing and a bond redemption charge.

The historical  cost profit for the three months ended March 31, 2002 was $1,296
million  including  inventory  holding  gains  of $473  million  and  after  net
exceptional  losses of $109 million  ($70  million  after tax) in respect of net
losses on the sale of fixed assets and  businesses or termination of operations.
For the  equivalent  period of 2001 there was a profit of $2,830  million  after
inventory holding losses of $238 million, and including net exceptional gains of
$218 million  ($67  million  after tax) in respect of net profits on the sale of
fixed assets and businesses or termination of operations.

Interest  expense for the three  months  ended  March 31, 2002 was $333  million
compared with $446 million  (including $10 million relating to a bond redemption
charge) in the equivalent  period of 2001,  primarily  reflecting lower interest
rates partly offset by higher net debt.


Page 2

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


Net debt at March 31, 2002 was $22.9 billion.  The ratio of net debt to net debt
plus equity was 25% compared to 23% at December 31, 2001.  After  adjusting  for
the fixed asset  revaluation  adjustments and goodwill  consequent upon the ARCO
and Burmah Castrol  acquisitions,  the ratio of net debt to net debt plus equity
was 32% at March 31, 2002 compared with 29% at December 31, 2001. In addition to
reported debt, BP uses conventional off balance sheet sources of finance such as
operating leases and associate and joint venture borrowing.

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

The net debt ratio and net cash  outflow  reflect  the Veba  acquisition  in the
first quarter of 2002.  Cash inflows from Veba related  disposals will provide a
significant offset in the second quarter.

Net taxation,  other than production  taxes,  charged for the three months ended
March 31, 2002 was $753 million  compared with $2,168  million in the equivalent
period last year. The first quarter 2002 included a tax credit of $39 million in
respect of exceptional  items compared with a tax charge of $151 million for the
first quarter of 2001.  The tax charge for the three months ended March 31, 2002
declined  in line  with  the fall in  reported  profits  compared  with the same
quarter last year.  The  effective  tax rate on  replacement  cost profit before
exceptional  items was 46% for the three months  ended March 31, 2002,  compared
with 40% for the  equivalent  period  of 2001.  The  non-deductible  acquisition
amortization  was similar in both periods,  consequently  the effective tax rate
has risen from 40% to 46%.

The changes to UK North Sea tax announced in the recent budget proposals,  under
which a supplementary charge would effectively increase the corporation tax rate
from 30% to 40% and  provision  would be made for 100% first year  allowances on
capital  expenditure,  have no impact on first  quarter  results.  If the budget
proposals are enacted,  the changes will be effective from April 17, 2002.  This
would  increase  the Group's tax charge  rateably  for the  remainder of 2002 by
around an  estimated  $200  million,  representing  around a 2%  increase in the
effective tax rate, on the basis of average oil prices  experienced in the first
quarter,  and  additionally a one-off charge of around an estimated $350 million
would  be  made  to  increase  the  Group's   deferred  tax  provision  for  the
supplementary  corporation tax. The cash impact for the remainder of 2002 would,
it is anticipated,  be broadly  neutral,  with  accelerated  capital  allowances
offsetting the impact of the tax rate increase.

Capital  expenditure  and  acquisitions  in the first  quarter  of 2002 was $5.7
billion,  including  $2.6 billion for the Veba  transaction,  compared with $2.5
billion  for the  equivalent  period in 2001.  Excluding  acquisitions,  capital
expenditure  for the first  quarter 2002 was $3.1 billion,  consistent  with our
target of $12-13 billion for the year.  Disposal proceeds were $0.3 billion,  in
line with expectations.

Net cash  outflow for the three  months  ended March 31, 2002 was $2.4  billion,
including $1.5 billion for the acquisition of 51% of Veba, net of cash acquired,
compared  with an  inflow of $3.2  billion  for the  equivalent  period of 2001.
Compared  to a year ago,  operating  cash flow was  lower and tax,  capital  and
dividend  payments were higher.  Net cash inflow from  operating  activities was
$3.6  billion for the three  months  ended March 31,  2002,  compared  with $6.7
billion in the equivalent period in 2001.

The return on average capital employed on a replacement cost basis for the three
months ended March 31, 2002 was 6% compared with 16% for the  equivalent  period
of 2001.  For  further  information  on the return on average  capital  employed
calculation see page 53 of this report.

BP  announced a first  quarterly  dividend  for 2002 of 5.75 cents per  ordinary
share. Holders of ordinary shares will receive 4.051 pence per share and holders
of American  Depositary  Receipts (ADRs) $0.345 per ADS. The dividend is payable
on June 10, 2002 to shareholders  on the register on May 17, 2002.  Participants
in the Dividend  Reinvestment Plan or the dividend  reinvestment facility in the
US Direct  Access Plan will  receive the  dividend in the form of shares also on
June 10, 2002.

BP  intends  to  continue  to pay  dividends  in the future of around 60% of its
replacement  cost profit before  exceptional  items after  adjusting for special
items and acquisition amortization,  adjusted to mid-cycle operating conditions.
Mid-cycle  operating  conditions  reflect not only  adjustments  to  hydrocarbon
prices and margins, but also costs and capacity utilization,  to levels which we
would expect on average over the long term. The target dividend payout ratio has
been  restated  following  adoption  of FRS 19 on  January  1,  2002 in order to
maintain the substance of the existing financial framework.


Page 3

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


Owing to the  significant  acquisitions  that took place in 2000, in addition to
its reported  results,  BP is presenting pro forma results  adjusted for special
items in order to enable  shareholders  to  assess  current  performance  in the
context of BP's past  performance and against that of its  competitors.  The pro
forma result is  replacement  cost profit  before  exceptional  items  excluding
acquisition amortization as defined in footnote (a) below. The pro forma result,
adjusted  for  special  items,  has been  derived  from BP's UK GAAP  accounting
information but is not in itself a recognized UK or US GAAP measure.



                                                                           
                                                                                           Pro forma
Reconciliation of reported                                                                    result
profit (loss) to pro forma result                      Acquisition      Special         adjusted for
adjusted for special items               Reported     amortization(a)     items(b)     special items
                                        ---------     ------------      -------        -------------
                                                           ($ million)
Three months ended March 31, 2002
Exploration and Production                  1,928              345          127                2,400
Gas, Power and Renewables                     111                -            -                  111
Refining and Marketing                         68              193           26                  287
Chemicals                                      76                -           32                  108
Other businesses and corporate               (125)               -            -                 (125)
                                        ---------        ---------    ---------            ---------
Replacement cost operating profit           2,058              538          185                2,781
Interest expense                             (333)               -            -                 (333)
Taxation                                     (792)               -          (65)                (857)
Minority shareholders' interest                (9)               -            -                   (9)
                                        ---------        ---------    ---------            ---------
Replacement cost profit before
exceptional items                             924              538          120                1,582
                                        ---------        =========    =========            ---------
   per ordinary share (cents)                4.12                                               7.06
                                        =========                                          =========


Three months ended March 31, 2001
Exploration and Production                  4,666              470            -                5,136
Gas, Power and Renewables                     100                -            -                  100
Refining and Marketing                        740              201           53                  994
Chemicals                                      81                -            -                   81
Other businesses and corporate               (115)               -            -                 (115)
                                        ---------        ---------    ---------            ---------
Replacement cost operating profit           5,472              671           53                6,196
Interest expense                             (446)               -           10                 (436)
Taxation                                   (2,017)               -          (23)              (2,040)
Minority shareholders' interest                (8)               -            -                   (8)
                                        ---------        ---------    ---------            ---------
Replacement cost profit before
exceptional items                           3,001              671           40                3,712
                                        ---------        =========    =========            ---------
   per ordinary share (cents)               13.35                                              16.51
                                        =========                                          =========



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

(a)  Acquisition amortization refers to depreciation relating to the fixed asset
     revaluation  adjustments and  amortization of goodwill  consequent upon the
     ARCO and Burmah Castrol acquisitions in 2000.

(b)  The special items refer to non-recurring  charges and credits.  The special
     items  for the  first  quarter  2002  comprise  restructuring  charges  for
     Upstream and Chemicals, Veba, Solvay and Erdoelchemie integration costs and
     litigation  costs.  The special  items for the first  quarter 2001 comprise
     Burmah  Castrol  integration  costs,  rationalization  costs  in the  North
     European commercial and industrial business in Refining and Marketing and a
     bond redemption  charge.  The taxation credit relating to special items has
     been calculated using a tax rate of 35% (2001, 36.5%).


Page 4

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

DETAILED REVIEW OF BUSINESSES (EXCLUDING EXCEPTIONAL ITEMS)

EXPLORATION AND PRODUCTION


                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Turnover                                               - $m        5,638         9,117
Total replacement cost operating profit                - $m        1,928         4,666
Results included:
Exploration expense                                    - $m          124           169
Of which: Exploration expenditure written off          - $m           59           108

Key Statistics:
Crude oil (a)    Average prices realized by BP         - $/bbl     18.77         24.80
                 Production                            - mb/d      1,989         1,937
Natural gas      Average prices realized by BP         - $/mcf      2.27          4.96
                 Production                            - mcf/d     8,746         8,895

Brent oil price                                        - $/bbl     21.13         25.75
West Texas Intermediate oil price                      - $/bbl     21.54         28.71
Alaska North Slope US West Coast                       - $/bbl     19.76         24.93
Henry Hub gas price (b)                                - $/mmBtu    2.35          7.08


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

(a)   Crude oil and natural gas liquids
(b)   Henry Hub First of the Month Index

The  reduction in turnover for the three months ended March 31, 2002 compared to
the same  quarter in 2001  reflects  the lower oil and natural gas prices in the
current quarter.

Total  replacement  cost  operating  profit for the three months ended March 31,
2002 was $1,928 million  compared with $4,666 million for the equivalent  period
in 2001. The result for the first quarter 2002 is after special  charges of $127
million  comprising  severance and litigation costs. The severance costs reflect
the  significant  restructuring  which is underway to reposition the business in
North  America  and  the  North  Sea.  The  results  are  also  after   charging
depreciation  and  amortization   arising  from  the  fixed  asset   revaluation
adjustments and goodwill  consequent  upon the ARCO  acquisition in 2000 of $345
million and $470 million for the first  quarter of 2002 and 2001,  respectively.
Replacement cost operating profit for the quarter was significantly  affected by
lower oil and natural  gas  prices.  Average  liquids  realizations  declined by
around $6 a barrel.  In particular,  US realizations were down over $7 a barrel,
with WTI averaging close to Brent in the current quarter compared with a premium
over Brent of close to $3 a barrel a year ago.  Average natural gas realizations
were down some $2.70 per  thousand  cubic  feet.  As US natural gas is sold on a
first of the month  basis,  the  improvement  in the Henry Hub price late in the
quarter has not benefited first quarter realizations.

Production  is on track to deliver  5.5%  growth  for the year with the  overall
growth  being  back-end  loaded due to the timing of  project  start-ups.  First
quarter  production of 3,497 mboe/d was up 0.75% on a year ago,  reflecting  the
benefits of new start-ups at Northstar in Alaska,  Tambar in Norway and Girassol
in Angola as well as increased  production  in the Marlin and Pompano  fields in
the Gulf of Mexico.  These more than offset the effects of OPEC quota reductions
affecting our  production in Abu Dhabi,  Venezuela and Norway,  abnormally  warm
weather in the UK (impacting gas liftings),  and the sale of certain UK Southern
North Sea  assets in 2001,  amounting  in total to around  100  mboe/d.  Liquids
production increased by 2.7%, with gas production down around 1.7%.

In mid April, the King field in the Gulf of Mexico came on stream,  projected to
be followed  by other Gulf of Mexico  fields,  Princess  in the second  quarter,
King's Peak in the third  quarter and Horn  Mountain in the fourth  quarter.  In
addition,  the second LNG train in Trinidad is expected to come on stream in the
third quarter.

In support of continued  growth,  capital  expenditure  for the quarter was $2.3
billion,  $0.4 billion higher than last year.  During the quarter,  developments
were  approved for the Edfu oil  discovery in Egypt and Viscount in the UK North
Sea.

In mid April,  BP  announced  that it was  acquiring an  additional  interest in
Sidanco,  an  integrated  Russian oil and gas company,  for $375  million.  This
increases  BP's interest to 25% plus one share,  in line with its current voting
rights.

Page 5

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

GAS, POWER AND RENEWABLES


                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Turnover                                             - $m          7,768        12,122
Total replacement cost operating profit              - $m            111           100



On January 1, 2002, the solar,  renewables and alternative fuels activities were
transferred  from Other  businesses  and corporate to Gas and Power.  To reflect
this transfer, Gas and Power has been renamed Gas, Power and Renewables from the
same date and comparative information has been restated.

Turnover for the three months ended March 31, 2002 was $7,768  million  compared
with $12,122  million for the same period in 2001.  Despite  increased gas sales
volumes,  turnover  decreased due to  substantially  lower gas prices during the
period, particularly in North America.

Replacement  cost operating profit for the three months ended March 31, 2002 was
$111 million  compared with $100 million for the same period in 2001. The result
reflects higher profit from the NGL business, partly offset by lower profit from
trading and marketing.  NGL profit has increased,  despite lower volumes, due to
margins returning to more normal levels compared to the exceptionally low levels
of a year ago. The trading and marketing result is down due to lower margins. BP
Solar production was up over 30% on a year ago.

Page 6

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


REFINING AND MARKETING


                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Turnover                                             - $m         24,889        28,523
Total replacement cost operating profit              - $m             68           740
Total refined product sales                          - mb/d        6,500         5,953
Refinery throughputs                                 - mb/d        2,994         2,911
Global Indicator Refining Margin (a)                 - $/bbl        1.64          4.25


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

(a)  The Global Indicator Refining Margin (GIM) is the average of seven regional
     indicator margins weighted for BP's crude refining capacity in each region.
     Each regional  indicator margin is based on a single  representative  crude
     with  product  yields  characteristic  of the  typical  level of  upgrading
     complexity.

Turnover for the three months ended March 31, 2002 was $24,889 million  compared
with  $28,523  million for the same period in the prior  year.  The  decrease in
turnover for the first quarter 2002 primarily reflects lower fuel prices.

Replacement  cost operating profit for the three months ended March 31, 2002 was
$68  million,  compared  with $740  million a year ago. The result for the first
quarter  2002 is  after  special  charges  of $26  million  comprising  Veba Oil
integration costs. Special charges for the first quarter of 2001 comprise Burmah
Castrol  integration  costs  and  rationalization  costs in the  North  European
commercial  and  industrial  business.  The  results  are  also  after  charging
depreciation  and  amortization   arising  from  the  fixed  asset   revaluation
adjustments   and  goodwill   consequent   upon  the  ARCO  and  Burmah  Castrol
acquisitions  in 2000 of $193 million and $201 million for the first  quarter of
2002 and 2001,  respectively.  The first  quarter 2002 result  includes Veba Oil
results from February 1. The decrease in replacement  cost  operating  profit of
$672 million reflects  significantly  lower worldwide refining margins and lower
retail  margins,  particularly in the USA.  Refining  margins were down some 60%
worldwide versus first quarter 2001 with significant drops in Europe and the USA
where the majority of BP's  refineries are located.  US retail margins were down
approximately  60%  compared  to a year ago and 80%  compared  to last  quarter.
Partially  offsetting  the lower  margins  were  reduced  operating  costs  that
reflected  decreased  refinery fuel and electricity  costs in the US and ongoing
cost reduction programmes.

Refining  throughputs  increased by 3% compared  with the first quarter of 2001,
due to  the  effect  of  the  Veba  acquisition,  which  more  than  offset  the
divestments of the Mandan, South Dakota and Salt Lake City, Utah,  refineries in
the USA.  Marketing  volumes  increased by 5%, reflecting the impact of the Veba
acquisition;  excluding Veba, marketing sales were down approximately 3%, due to
lower aviation and commercial sales.

During the quarter, BP opened an additional 32 BP Connect stations, primarily in
the USA and in London, England, bringing the total number of BP Connect stations
worldwide to 371. An additional  300 sites were  reimaged in the first  quarter,
bringing the total number of sites with the BP Helios to some 5,300 worldwide.

In February, BP reached agreement to sell its Yorktown,  Virginia refinery.  The
sale is  expected  to be  completed  in the  second  quarter.  In  addition,  BP
completed  the sale of its  network  of 21  service  stations  in Japan to Japan
Energy at the end of March.

Also in February,  Edinburgh,  Scotland became the first city in the world where
BP supplies both  sulphur-free  unleaded gasoline and sulphur-free  diesel.  The
sulphur-free  products will be available at 18 service stations in the Edinburgh
area, supplied from the Grangemouth refinery.


Page 7

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


CHEMICALS


                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Turnover                                            - $m           2,642         2,689
Total replacement cost operating profit             - $m              76            81
Production (a)                                      - kte          6,611         5,377
Chemicals Indicator Margin (b)                      - $/te            96(c)        106


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

(a)  Includes  BP share of joint  ventures,  associated  undertakings  and other
     interests in production.
(b)  The   Chemicals   Indicator   Margin   (CIM)  is  a  weighted   average  of
     externally-based  product margins.  It is based on market data collected by
     Chem Systems in their  quarterly  market  analyses,  then weighted based on
     BP's product  portfolio.  While it does not cover our entire portfolio,  it
     includes a broad range of products.  Amongst the  products  and  businesses
     covered in the CIM are olefins and derivatives,  aromatics and derivatives,
     linear alpha-olefins,  acetic acid, vinyl acetate monomer and nitriles. Not
     included are fabrics and fibres, plastic fabrications,  poly alpha-olefins,
     anhydrides,    engineering   polymers   and   carbon   fibres,   speciality
     intermediates,  and  the  remaining  parts  of  the  solvents  and  acetyls
     businesses.
(c)  Provisional. The data for the first quarter is based on two months' actuals
     and one month of provisional data.

Turnover for the three months ended March 31, 2002 was $2,642  million,  and was
broadly flat compared with $2,689 million for the equivalent period in 2001.

Replacement cost operating profit for the three months ended March 31, 2002, was
$76 million,  compared with $81 million for the  equivalent  period in 2001. The
result  for the first  quarter  2002 is after  special  charges  of $32  million
related to major site  restructuring  and Solvay and  Erdoelchemie  integration.
Excluding  special  charges,  the result for the first  quarter of 2002 reflects
increased  volumes due to 100% ownership of  Erdoelchemie  and the effect of the
Solvay  transaction  and  slightly  lower fixed  costs,  partly  offset by lower
margins caused by higher feedstock prices, mainly in Europe.

Chemicals  production  of 6,611  thousand  tonnes in the first quarter was 1,234
thousand  tonnes  above the same quarter last year.  Higher  production  was the
result of improving demand and increased capacity from both new plants coming on
stream and the Solvay, Erdoelchemie and Veba transactions.

As part of the ongoing restructuring of our portfolio,  we announced the closure
of  polypropylene  capacity:  one  production  line at  Chocolate  Bayou and the
facility at Cedar Bayou, both in Texas, USA. We also announced the sale of parts
of our  plastics  fabrication  business  as part of our  overall  plan to divest
non-core businesses.

Page 8

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

OTHER BUSINESSES AND CORPORATE


                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Turnover                                              - $m           135           127
Replacement cost operating profit                     - $m          (125)         (115)


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

EXCEPTIONAL ITEMS


                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Profit (loss) on sale of fixed assets and
businesses and termination of operations             - $m           (109)          218
Taxation credit (charge)                             - $m             39          (151)
                                                                 -------       -------
Exceptional items after taxation                     - $m            (70)           67
                                                                 -------       -------



Exceptional  items for the first  quarter of 2002 include the loss on closure of
certain polypropylene facilities in Texas, USA.

OUTLOOK

Led by the USA, the world economy is showing signs of demand recovery  following
its recent growth pause.  However,  the margin environment for the downsteam and
chemicals businesses remains challenging.

Crude oil prices have risen since the end of February as the market  tightens in
response to OPEC's January production cuts and some recovery in demand. The risk
of Middle East supply  disruption  is keeping the market  volatile and providing
some  additional  support to  prices.  The crude oil  market is  expected  to be
broadly  balanced in the second  quarter,  with average  realizations  currently
anticipated to be higher than in the first quarter.

US natural  gas prices  have risen in line with  higher oil prices  despite  the
overhang  of gas in  storage.  Evidence  of a  recovery  in demand  and  reduced
drilling activity impacting North American production is creating an expectation
that  inventories will reduce and that supply and demand will rebalance over the
course of the year. For the second quarter,  North American gas realizations are
currently anticipated to be higher than in the first quarter.

Upstream  production growth in 2002 is projected to be biased towards the second
half of the year.  Scheduled  2002 second quarter  production  from both new and
existing fields should see year-on-year second quarter production moving towards
our annual 5.5% growth target - leaving us on track to meet our performance goal
by the end of the year.

During April refining  margins  recovered  towards the levels seen in the fourth
quarter of last year,  with  relative  strength  in the USA offset by  continued
weakness  in Europe and Asia.  The  recovery  in margins was driven by higher US
gasoline  refining  margins as US gasoline  stocks fell close to normal seasonal
levels. More recently,  higher crude prices and increased US product stocks have
put pressure on refining  margins,  which have fallen back to the levels seen in
the first quarter. We expect continued margin volatility .

Since  mid-March,  US retail marketing  margins have shown  improvement from the
extremely  depressed  levels  earlier in the first quarter.  European  marketing
margins have been under pressure  recently due to product price  increases,  but
are still  above the second  quarter of last year.  On  average,  global  second
quarter marketing margins are currently anticipated to be similar to a year ago.

Chemical  margins  remain  depressed  and  vulnerable  to increases in feedstock
prices. There is, however, continued evidence of a pick-up in volumes.

Capital  expenditure  is on track  for the  year's  target  of  $12-13  billion,
excluding acquisitions. The net debt ratio, which was above the mid point of the
25-35% range in the first  quarter,  following  the Veba  purchase,  should move
towards  the middle of the range  during the second  quarter  with the  expected
receipt of most of the proceeds from the sale of the Veba upstream assets.


Page 9

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


FORWARD-LOOKING STATEMENTS

In order to utilize the 'Safe Harbor'  provisions  of the United States  Private
Securities  Litigation  Reform  Act  of  1995,  BP is  providing  the  following
cautionary  statement.  The foregoing  discussion,  in particular,  although not
limited to, the statements under 'Outlook', with regard to trends in the trading
environment, oil and gas prices and margins, inventory and product stock levels,
capacity  utilization,  capital  expenditure,  working  capital,  profitability,
results of operation,  dividend  payments,  liquidity or financial  position and
statements   regarding   our   targets  are  all   forward-looking   in  nature.
Forward-looking  statements  are also  identified  by such  phrases  as  'will',
'expects',  'is expected to,  'should',  'may',  'is likely to',  'intends'  and
'believes'.  By  their  nature,  forward-looking  statements  involve  risk  and
uncertainty  because they relate to events and depend on circumstances that will
occur in the future and are outside the control of BP. Actual results may differ
materially  from those expressed in such  statements,  depending on a variety of
factors,   including  the  specific   factors   identified  in  the  discussions
accompanying such forward-looking statements;  future levels of industry product
supply, demand and pricing;  political stability and economic growth in relevant
areas  of the  world;  development  and  use of new  technology  and  successful
partnering;  the actions of competitors;  natural disasters and other changes to
business conditions;  wars and acts of terrorism or sabotage;  and other factors
discussed  elsewhere  in this report.  These and other  factors may cause actual
results and developments to differ materially from those expressed or implied by
these forward-looking statements. Additional information,  including information
on factors  which may affect BP's  business,  is contained in BP's Annual Report
and Accounts for 2001 and in the Annual  Report on Form 20-F for 2001 filed with
the US Securities and Exchange Commission.


2001 DIVIDENDS

On April 30, 2002, BP p.l.c.  announced a first  quarterly  dividend for 2002 of
5.75 cents per ordinary share of 25 cents (ordinary shares), representing $0.345
per American  Depositary  Share (ADS) amounting to $1,290 million in total.  The
record date for qualifying US resident holders of American  Depositary Shares as
well as holders of ordinary  shares is May 17, 2002,  with payment to be made on
June 10, 2002.

The dividend payable on June 10, 2002 entitles qualifying US ADS shareholders to
a refund of the 1/9th UK tax  credit  (approximately  $0.038)  attaching  to the
dividend less a UK withholding tax limited to the amount of the tax credit.  The
effect of these  arrangements  for ADS holders is  currently  a cash  payment of
$0.345,  a gross  dividend for tax purposes of $0.383 and a potential tax credit
of $0.038 per ADS.

A dividend  reinvestment  facility  is  available  for  holders of ADSs  through
JPMorgan  Chase  Bank  (formerly   known  as  Morgan  Guaranty  Trust  Company).
Participants  in the dividend  reinvestment  facility  included in the US Direct
Access Plan will receive the dividend in the form of shares on June 10, 2002.

Page 10

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                  ($ million, except per
                                                                      share amounts)
Turnover - Note 3                                                 36,569        45,700
Less: joint ventures                                                 279           288
                                                                 -------       -------
Group turnover                                                    36,290        45,412

Replacement cost of sales                                         31,553        37,188
Production taxes - Note 4                                            247           583
                                                                 -------       -------
Gross profit                                                       4,490         7,641
Distribution and administration expenses                           2,691         2,526
Exploration expense - Note 5                                         124           169
                                                                 -------       -------
                                                                   1,675         4,946
Other income                                                         125           195
                                                                 -------       -------
Group replacement cost operating profit                            1,800         5,141
Share of profits of joint ventures                                    70           102
Share of profits of associated undertakings                          188           229
                                                                 -------       -------
Total replacement cost operating profit - Note 6                   2,058         5,472
Profit (loss) on sale of fixed assets and businesses
or termination of operations - Note 7                               (109)          218
                                                                 -------       -------
Replacement cost profit before interest and tax - Note 6           1,949         5,690
Inventory holding gains (losses) - Note 8                            473          (238)
                                                                 -------       -------
Historical cost profit before interest and tax                     2,422         5,452
Interest expense - Note 9                                            333           446
                                                                 -------       -------
Profit before taxation                                             2,089         5,006
Taxation - Note 10                                                   753         2,168
                                                                 -------       -------
Profit after taxation                                              1,336         2,838
Minority shareholders' interest                                       40             8
                                                                 -------       -------
Profit for the period (a)                                          1,296         2,830
                                                                 =======       =======
Earnings per ordinary share - cents (a)
   Basic                                                            5.78         12.59
   Diluted                                                          5.75         12.51
                                                                 -------       -------
Earnings per American depositary share - cents (a)
   Basic                                                           34.68         75.54
   Diluted                                                         34.50         75.06
                                                                 -------       -------

Average number of outstanding ordinary shares (millions)          22,403        22,474
                                                                 =======       =======


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

(a)  A summary of the material  adjustments to profit for the period which would
     be required  if  generally  accepted  accounting  principles  in the United
     States had been applied instead of those  generally  accepted in the United
     Kingdom is given in Note 15.


Page 11

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


                                                       March 31, 2002               December 31, 2001
                                                        (Unaudited)
                                                       --------------               -----------------
                                                                      ($ million)
                                                                                   
Fixed assets
  Intangible assets                                            16,089                          16,489
  Tangible assets                                              81,944                          77,410
  Investments                                                  12,000                          11,963
                                                             --------                        --------
                                                              110,033                         105,862
Current assets
  Business held for resale                         2,090                              -
  Inventories                                      8,698                          7,631
  Receivables                                     28,784                         26,669
  Investments                                        286                            450
  Cash at bank and in hand                         1,379                          1,358
                                                --------                       --------
                                                  41,237                         36,108
                                                --------                       --------

Current liabilities - falling due within one year
  Finance debt                                    11,063                          9,090
  Accounts payable and accrued liabilities        31,648                         28,524
                                                --------                       --------
                                                  42,711                         37,614
                                                --------                       --------

Net current assets (liabilities)                               (1,474)                         (1,506)
                                                             --------                        --------
Total assets less current liabilities                         108,559                         104,356

Noncurrent liabilities
  Finance debt                                    13,468                         12,327
  Accounts payable and accrued liabilities         3,137                          3,086
  Provisions for liabilities and charges
    Deferred tax                                  12,021                         11,702
    Other                                         12,452                         11,482
                                                --------                       --------
                                                               41,078                          38,597
                                                             --------                        --------
Net assets                                                     67,481                          65,759
Minority shareholders' interest                                 2,579                             598
                                                             --------                        --------
BP shareholders' interest (a) - Note 14                        64,902                          65,161
                                                             ========                        ========

Represented by:
Capital shares
  Preference                                                       21                              21
  Ordinary                                                      5,614                           5,608
Paid-in surplus                                                 4,100                           4,014
Merger reserve                                                 27,016                          26,983
Retained earnings                                              27,961                          28,312
Other reserves                                                    190                             223
                                                             --------                        --------
                                                               64,902                          65,161
                                                             ========                        ========


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

(a)  A summary of the material  adjustments to BP  shareholders'  interest which
     would be required if generally accepted accounting principles in the United
     States had been applied instead of those  generally  accepted in the United
     Kingdom is given in Note 15.


Page 12

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
Net cash inflow from operating activities                          3,636         6,740
                                                                 -------       -------
Dividends from joint ventures                                         83            12
                                                                 -------       -------
Dividends from associated undertakings                                53           110
                                                                 -------       -------
Servicing of finance and returns on investments
Interest received                                                     48            91
Interest paid                                                       (309)         (361)
Dividends received                                                     2             8
Dividends paid to minority shareholders                              (13)            -
                                                                 -------       -------
Net cash outflow from servicing of finance
and returns on investments                                          (272)         (262)
                                                                 -------       -------
Taxation
UK corporation tax                                                  (187)         (204)
Overseas tax                                                        (258)           65
                                                                 -------       -------
Tax paid                                                            (445)         (139)
                                                                 -------       -------

Capital expenditure
Payments for fixed assets                                         (2,799)       (2,577)
Proceeds from the sale of fixed assets                               317           694
                                                                 -------       -------
Net cash outflow for capital expenditure                          (2,482)       (1,883)
                                                                 -------       -------

Acquisitions and disposals
Investments in associated undertakings                              (143)         (120)
Acquisitions, net of cash acquired                                (1,550)            -
Net investment in joint ventures                                     (46)          (61)
Proceeds from the sale of businesses                                  31             -
                                                                 -------       -------
Net cash (outflow) inflow for acquisitions and disposals          (1,708)         (181)
                                                                 -------       -------
Equity dividends paid                                             (1,288)       (1,181)
                                                                 -------       -------
Net cash inflow (outflow)                                         (2,423)        3,216
                                                                 =======       =======

Financing                                                         (2,283)        2,866
Management of liquid resources                                      (165)          302
Increase (decrease) in cash                                           25            48
                                                                 -------       -------
                                                                  (2,423)        3,216
                                                                 =======       =======


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

(a)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow statement presented on a SFAS 95 format is included in Note 15.


Page 13

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
Reconciliation of historical cost profit before interest
and tax to net cash inflow from operating activities
Historical cost profit before interest and tax                     2,422         5,452
Depreciation and amounts provided                                  2,153         2,167
Exploration expenditure written off                                   59           108
Share of profits of joint ventures and associated undertakings      (256)         (331)
Interest and other income                                            (63)         (103)
(Profit) loss on sale of fixed assets and businesses                 109          (218)
Charge for provisions                                                169           165
Utilization of provisions                                           (238)         (306)
Decrease (increase) in stocks                                       (496)          358
Decrease (increase) in debtors                                      (410)       (1,069)
Increase (decrease) in creditors                                     187           517
                                                                 -------       -------
Net cash inflow from operating activities                          3,636         6,740
                                                                 =======       =======

Financing
Long-term borrowing                                               (1,746)         (517)
Repayments of long-term borrowing                                    234           146
Short-term borrowing                                              (3,499)         (161)
Repayments of short-term borrowing                                 2,819         2,955
                                                                 -------       -------
                                                                  (2,192)        2,423

Issue of ordinary share capital                                      (91)          (56)
Repurchase of ordinary share capital                                   -           499
                                                                 -------       -------
Net cash (inflow) outflow from financing                          (2,283)        2,866
                                                                 =======       =======


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

(a)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow statement presented on a SFAS 95 format is included in Note 15.


Page 14

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


1.   The  results for the interim  periods are  unaudited  and in the opinion of
     management include all adjustments necessary for a fair presentation of the
     results for the periods  presented.  The interim  financial  statements and
     notes  included  in this  Report  should  be read in  conjunction  with the
     consolidated  financial  statements  and  related  notes for the year ended
     December  31, 2001  included in BP's Annual  Report on Form 20-F filed with
     the Securities and Exchange Commission.

2.   Restatement of comparative information

     Comparative  information  for 2001 has been restated to reflect the changes
     described below.

     (a)  Transfer of solar, renewables and alternative fuels activities

          With  effect  from  January  1,  2002,   the  solar,   renewables  and
          alternative   fuels   activities  have  been  transferred  from  Other
          businesses  and  corporate to Gas and Power.  To reflect this transfer
          Gas and Power has been renamed Gas, Power and Renewables from the same
          date.

     (b)  New accounting standard for deferred tax

          With effect from  January 1, 2002 BP has adopted  Financial  Reporting
          Standard  No.19  'Deferred  Tax' (FRS  19).  This  standard  generally
          requires  that  deferred  tax should be provided  on a full  liability
          basis  rather  than on a  restricted  liability  basis as  required by
          Statement  of  Standard  Accounting  Practice  No.15  'Accounting  for
          Deferred  Tax'. The adoption of FRS 19 has been treated as a change in
          accounting policy.

     Under  FRS  19  deferred  tax  is  recognised  in  respect  of  all  timing
     differences that have originated but not reversed at the balance sheet date
     where transactions or events have occurred at that date that will result in
     an  obligation  to pay  more,  or right to pay less tax in the  future.  In
     particular:

     o    Provision is made for tax on gains  arising from the disposal of fixed
          assets that have been rolled over into replacement assets, only to the
          extent that, at the balance sheet date,  there is a binding  agreement
          to dispose of the replacement assets concerned.  However, no provision
          is made where,  on the basis of all available  evidence at the balance
          sheet date,  it is more likely than not that the taxable  gain will be
          rolled over into replacement  assets and charged to tax only where the
          replacement assets are sold.

     o    Provision is made for deferred tax that would arise on  remittance  of
          the retained  earnings of overseas  subsidiaries,  joint  ventures and
          associated  undertakings only to the extent that, at the balance sheet
          date, dividends have been accrued as receivable.

     Deferred tax assets are recognised only to the extent that it is considered
     more likely than not that there will be suitable taxable profits from which
     the underlying timing differences can be deducted.

     Deferred tax is measured on an undiscounted basis at the tax rates that are
     expected to apply in the periods in which timing differences reverse, based
     on tax rates and laws enacted or substantively enacted at the balance sheet
     date.

     As a consequence of adopting FRS 19  acquisitions  have been restated as if
     the new standard applied at that time. This leads to the creation of higher
     deferred  tax   liabilities  and  greater  amounts  of  goodwill  on  those
     acquisitions.



Page 15

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


2. Restatement of comparative information (continued)



   Income statement                                           Restated     Reported
                                                              --------     --------
   Three months ended March 31, 2001                         ($ million, except per
                                                                 share amounts)
                                                                      
   Turnover
   Less: joint ventures                                         45,700       45,700
   Group turnover                                                  288          288
                                                              --------     --------
                                                                45,412       45,412
   Replacement cost of sales                                    37,188       37,161
   Production taxes                                                583          583
                                                              --------     --------
   Gross profit                                                  7,641        7,668
   Distribution and administration expenses                      2,526        2,526
   Exploration expense                                             169          169
                                                              --------     --------
                                                                 4,946        4,973
   Other income                                                    195          195
                                                              --------     --------
   Group replacement cost operating profit                       5,141        5,168
   Share of profits of joint ventures                              102          102
   Share of profits of associated undertakings                     229          229
                                                              --------     --------
   Total replacement cost operating profit                       5,472        5,499
   Profit (loss) on sale of fixed assets and
   businesses or termination of operations                         218          218
                                                              --------     --------
   Replacement cost profit before interest and tax               5,690        5,717
   Stock holding gains (losses)                                   (238)        (238)
                                                              --------     --------
   Historical cost profit before interest and tax                5,452        5,479
   Interest expense                                                446          446
                                                              --------     --------
   Profit before taxation                                        5,006        5,033
   Taxation                                                      2,168        1,718
                                                              --------     --------
   Profit (loss) after taxation                                  2,838        3,315
   Minority shareholders' interest                                   8           11
                                                              --------     --------
   Profit (loss) for the period                                  2,830        3,304
                                                              ========     ========
   Distribution to shareholders                                  1,178        1,178
                                                              --------     --------
   Earnings per ordinary share - cents
   Basic                                                         12.59        14.70
   Diluted                                                       12.51        14.61
                                                             =========     ========

   Total replacement cost operating profit, by business
   Exploration and Production                                    4,666        4,680
   Gas, Power and Renewables                                       100          112
   Refining and Marketing                                          740          753
   Chemicals                                                        81           81
   Other businesses and corporate                                 (115)        (127)
                                                              --------     --------
                                                                 5,472        5,499
                                                              ========     ========



Page 16

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


2. Restatement of comparative information (concluded)



   Balance sheet at December 31, 2001                         Restated     Reported
                                                              --------     --------
                                                                   ($ million)
                                                                      
   Fixed assets
      Intangible assets                                         16,489       15,593
      Tangible assets                                           77,410       77,410
      Investments                                               11,963       12,047
                                                              --------     --------
                                                               105,862      105,050
                                                              --------     --------
   Current assets                                               36,108       36,108
   Current liabilities - amounts falling due within one year    37,614       37,614
                                                              --------     --------
   Net current liabilities                                      (1,506)      (1,506)
                                                              --------     --------
   Total assets less current liabilities                       104,356      103,544
   Noncurrent liabilities                                       15,413       15,413
   Provisions for liabilities and charges
      Deferred taxation                                         11,702        1,655
      Other provisions                                          11,482       11,482
                                                              --------     --------
   Net assets                                                   65,759       74,994
   Minority shareholders' interest                                 598          627
                                                              --------     --------
   BP shareholders' interest                                    65,161       74,367
                                                              ========     ========




Page 17

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
3.   Turnover
     By business
     Exploration and Production                                    5,638         9,117
     Gas, Power and Renewables                                     7,768        12,122
     Refining and Marketing                                       24,889        28,523
     Chemicals                                                     2,642         2,689
     Other businesses and corporate                                  135           127
                                                                 -------       -------
                                                                  41,072        52,578
     Less: sales between businesses                                4,782         7,166
                                                                 -------       -------
     Group excluding joint ventures                               36,290        45,412
     Sales of joint ventures                                         279           288
                                                                 -------       -------
                                                                  36,569        45,700
                                                                 =======       =======

     By geographical area
     UK                                                           10,995        11,940
     Rest of Europe                                                9,119         8,975
     USA                                                          15,265        22,491
     Rest of World                                                 6,984         9,691
                                                                 -------       -------
                                                                  42,363        53,097
     Less: Sales between areas                                     6,073         7,685
                                                                 -------       -------
                                                                  36,290        45,412
                                                                 =======       =======
4.   Production taxes
     UK petroleum revenue tax                                         63           238
     Overseas production taxes                                       184           345
                                                                 -------       -------
                                                                     247           583
                                                                 =======       =======
5.   Exploration expense
     Exploration and Production
       UK                                                              6             4
       Rest of Europe                                                 23             2
       USA                                                            42            93
       Rest of World                                                  53            70
                                                                 -------       -------
                                                                     124           169
                                                                 =======       =======


6.   Replacement cost profit

     Replacement  cost  profits  reflect  the  current  cost  of  supplies.  The
     replacement  cost profit for the period is arrived at by excluding from the
     historical cost profit  inventory  holding gains and losses.  These are the
     difference  between  the  amount  that is  charged  to cost of  sales  on a
     first-in,  first-out  (FIFO)  basis of inventory  valuation  and the amount
     charged to cost of sales  based on the average  cost of  supplies  incurred
     during the period.  The former basis is used in arriving at the  historical
     cost result whereas the latter basis is used in arriving at the replacement
     cost result.  For further  discussion of replacement  cost operating profit
     see Item 3 of BP`s Annual  Report on Form 20-F for the year ended  December
     31, 2001.


Page 18

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
7. Analysis of exceptional items
   Profit (loss) on sale of fixed assets and
   businesses or termination of operations
   Exploration and Production                                          5           (42)
   Gas, Power and Renewables                                           -            (1)
   Refining and Marketing                                            (45)          265
   Chemicals                                                         (60)           (6)
   Other businesses and corporate                                     (9)            2
                                                                 -------       -------
   Exceptional items before taxation                                (109)          218
   Taxation (charge) credit                                           39          (151)
                                                                 -------       -------
   Exceptional items after taxation                                  (70)           67
                                                                 =======       =======

8. Inventory holding gains (losses)
   Exploration and Production                                          3             9
   Gas, Power and Renewables                                           4           (11)
   Refining and Marketing                                            495          (243)
   Chemicals                                                         (29)            7
                                                                 -------       -------
                                                                     473          (238)
   Minority shareholders' interest                                    31             -
                                                                 -------       -------
                                                                     442          (238)
                                                                 =======       =======

9. Interest expense
   Group interest payable (a)                                        267           367
   Capitalized                                                       (15)          (34)
                                                                 -------       -------
                                                                     252           333
   Joint ventures                                                     14            20
   Associated undertakings                                            24            40
   Unwinding of discount on provisions                                43            53
                                                                 -------       -------
                                                                     333           446
                                                                 =======       =======
(a)Includes charges relating to the early redemption of debt           -            10
                                                                 -------       -------

10.Charge for taxation
   Current                                                           533         1,735
   Deferred                                                          220           433
                                                                 -------       -------
                                                                     753         2,168
                                                                 =======       =======
   United Kingdom                                                    189           272
   Overseas                                                          564         1,896
                                                                 -------       -------
                                                                     753         2,168
                                                                 =======       =======

11.Reconciliation of replacement cost results
   Historical cost profit (loss) for the period                    1,296         2,830
   Inventory holding (gains) losses net of minority
   shareholders' interest of $31 million (2001 nil)                 (442)          238
                                                                 -------       -------
   Replacement cost profit for the period                            854         3,068
   Exceptional items, net of a tax credit of $39 million
   (2001 charge $151 million)                                         70           (67)
                                                                 -------       -------
   Replacement cost profit before exceptional items                  924         3,001
                                                                 -------       -------
   Earnings per ordinary share - cents
   On replacement cost profit before exceptional items              4.12         13.35
                                                                 =======       =======



Page 19

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


12.   Business and geographical analysis




                                                          Gas,                               Other
                                      Exploration        Power    Refining              businesses
By business                                   and          and         and                     and
                                       Production   Renewables   Marketing   Chemicals   corporate   Eliminations   Total
                                      -----------   ----------   ---------   ---------  ----------   ------------   -----
                                                                                               
                                                                      ($ million)
Three months ended March 31, 2002

Group turnover
-  third parties                            2,091        7,313      24,221       2,530         135              -  36,290
-  sales between businesses                 3,547          455         668         112           -         (4,782)      -
                                           ------       ------      ------      ------      ------         ------  ------
                                            5,638        7,768      24,889       2,642         135         (4,782) 36,290
                                           ------       ------      ------      ------      ------         ------  ------

Share of sales by joint ventures               95            -          77         107           -              -     279
                                           ------       ------      ------      ------      ------         ------  ------
Equity accounted income                       125           54          51          11          17              -     258
                                           ------       ------      ------      ------      ------         ------  ------
Total replacement cost
operating profit (loss)                     1,928          111          68          76        (125)             -   2,058
Exceptional items                               5            -         (45)        (60)         (9)             -    (109)
Inventory holding gains (losses)                3            4         495         (29)          -              -     473
                                           ------       ------      ------      ------      ------         ------  ------
Historical cost profit (loss)
before interest and tax                     1,936          115         518         (13)       (134)             -   2,422
                                           ------       ------      ------      ------      ------         ------  ------
Capital expenditure and acquisitions        2,313           46       3,137         188          52              -   5,736






                                                          Gas,                               Other
                                      Exploration        Power    Refining              businesses
By business                                   and          and         and                     and
                                       Production   Renewables   Marketing   Chemicals   corporate   Eliminations   Total
                                      -----------   ----------   ---------   ---------  ----------   ------------   -----
                                                                                               
                                                                      ($ million)
Three months ended March 31, 2001

Group turnover
-  third parties                            3,498       11,333      27,818       2,636         127              -  45,412
-  sales between businesses                 5,619          789         705          53           -         (7,166)      -
                                           ------       ------      ------      ------      ------         ------  ------
                                            9,117       12,122      28,523       2,689         127         (7,166) 45,412
                                           ------       ------      ------      ------      ------         ------  ------

Share of sales by joint ventures              195            -          93           -           -              -     288
                                           ------       ------      ------      ------      ------         ------  ------
Equity accounted income                       179           56          42          44          10              -     331
                                           ------       ------      ------      ------      ------         ------  ------

Total replacement cost
operating profit (loss)                     4,666          100         740          81        (115)             -   5,472
Exceptional items                             (42)          (1)        265          (6)          2              -     218
Inventory holding gains (losses)                9          (11)       (243)          7           -              -    (238)
                                           ------       ------      ------      ------      ------         ------  ------
Historical cost profit (loss)
before interest and tax                     4,633           88         762          82        (113)             -   5,452
                                           ------       ------      ------      ------      ------         ------  ------
Capital expenditure and acquisitions        1,866           36         370         216          49              -   2,537






Page 20

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


12.   Business and geographical analysis (continued)




                                                                               
By geographical area                               Rest of           Rest of
                                             UK     Europe     USA     World     Eliminations     Total
                                          -----     ------   -----   -------     ------------     -----
                                                                    ($ million)
Three months ended March 31, 2002
Group turnover - third parties            8,412      7,318  14,998     5,562                -    36,290
               - sales between areas      2,583      1,801     267     1,422           (6,073)        -
                                         ------     ------  ------    ------           ------    ------
                                         10,995      9,119  15,265     6,984           (6,073)   36,290
                                         ------     ------  ------    ------           ------    ------

Share of sales by joint ventures             32         56      43       148                -       279
                                         ------     ------  ------    ------           ------    ------
Equity accounted income                       -         61      55       142                -       258
                                         ------     ------  ------    ------           ------    ------

Total replacement cost operating profit     530        386     158       984                -     2,058
Exceptional items                            (9)        10    (109)       (1)               -      (109)
Inventory holding gains (losses)             46        112     284        31                -       473
                                         ------     ------  ------    ------           ------    ------
Historical cost profit before
interest and tax                            567        508     333     1,014                -     2,422
                                         ------     ------  ------    ------           ------    ------

Capital expenditure and acquisitions        409      2,852   1,531       944                -     5,736





                                                                               
By geographical area                               Rest of           Rest of
                                             UK     Europe     USA     World     Eliminations     Total
                                          -----     ------   -----   -------     ------------     -----
                                                                    ($ million)
Three months ended March 31, 2001
Group turnover - third parties            8,564      7,004  21,950     7,894                -    45,412
               - sales between areas      3,376      1,971     541     1,797           (7,685)        -
                                         ------     ------  ------    ------           ------    ------
                                         11,940      8,975  22,491     9,691           (7,685)   45,412
                                         ------     ------  ------    ------           ------    ------

Share of sales by joint ventures              -          -      87       201                -       288
                                         ------     ------  ------    ------           ------    ------
Equity accounted income                      12         82      64       173                -       331
                                         ------     ------  ------    ------           ------    ------

Total replacement cost operating profit     927        485   2,685     1,375                -     5,472
Exceptional items                            10          2     239       (33)               -       218
Inventory holding gains (losses)            (47)       (75)   (146)       30                -      (238)
                                         ------     ------  ------    ------           ------    ------
Historical cost profit before
interest and tax                            890        412   2,778     1,372                -     5,452
                                         ------     ------  ------    ------           ------    ------

Capital expenditure and acquisitions        394        139   1,210       794                -     2,537





Page 21

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
13.Analysis of changes in net debt
   Opening balance
   Finance debt                                                   21,417        21,190
   Less: Cash                                                      1,358         1,170
         Current asset investments                                   450           661
                                                                 -------       -------
   Opening net debt                                               19,609        19,359
                                                                 -------       -------
   Closing balance
   Finance debt                                                   24,531        18,788
   Less: Cash                                                      1,379         1,188
         Current asset investments                                   286           959
                                                                 -------       -------
   Closing net debt                                               22,866        16,641
                                                                 -------       -------
   (Increase) decrease in net debt                                (3,257)        2,718
                                                                 =======       =======

   Movement in cash/bank overdrafts                                   25            48
   (Decrease) increase in current asset investments                 (165)          302
   Net cash (inflow) outflow from financing
    (excluding share capital)                                     (2,192)        2,423
   Other movements                                                    25            31
   Debt acquired                                                    (999)            -
                                                                 -------       -------
   Movements in net debt before exchange effects                  (3,306)        2,804
   Exchange adjustments                                               49           (86)
                                                                 -------       -------
   (Increase) decrease in net debt                                (3,257)        2,718
                                                                 =======       =======





                                                                   
14.Movement in BP shareholders' interest                               $ million
                                                                      (Unaudited)
   Balance at December 31, 2001                                          74,367
   Prior year adjustment - change in accounting policy
   (see Note 2)                                                          (9,206)
                                                                        -------
   As restated                                                           65,161
   Profit for the period                                                  1,296
   Distribution to shareholders                                          (1,290)
   Currency translation differences                                        (356)
   Employee share schemes                                                    91
                                                                        -------
   Balance at March 31, 2002                                             64,902
                                                                        =======



Page 22

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


15.  US generally accepted accounting principles

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

     (i)  Group consolidation

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

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

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

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



                                                  Three months ended March 31, 2002
                                                            (Unaudited)
                                       ---------------------------------------------------
                                                    As                             US GAAP
Increase (decrease) in caption heading        Reported    Reclassification    Presentation
                                        --------------------------------------------------
                                                            ($ million)
                                                                         
Consolidated statement of income
Other income                                       125                 153             278
Share of profits of JVs and
associated undertakings                            258                (258)              -
Exceptional items before taxation                 (109)                  -            (109)
Inventory holding gains (losses)                   473                   2             475
Interest expense                                   333                 (38)            295
Taxation                                           753                 (65)            688
Profit for the period                            1,296                   -           1,296





                                                  Three months ended March 31, 2001
                                                            (Unaudited)
                                       ---------------------------------------------------
                                                    As                             US GAAP
                                              Reported    Reclassification    Presentation
                                        --------------------------------------------------
                                                            ($ million)
                                                                         
Consolidated statement of income
Other income                                    195                 185             380
Share of profits of JVs and
associated undertakings                         331                (331)              -
Exceptional items before taxation               218                   -             218
Inventory holding gains (losses)               (238)                  -            (238)
Interest expense                                446                 (60)            386
Taxation                                      2,168                 (86)          2,082
Profit for the year                           2,830                   -           2,830




Page 23

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


15.  US generally accepted accounting principles - continued


     (ii) Income statement

          The  income  statement  prepared  under UK GAAP shows  sub-totals  for
          replacement  cost profit  before  interest  and tax,  historical  cost
          profit before interest and tax and profit after  taxation.  These line
          items are not recognized under US GAAP.

     (iii)Exceptional items

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

     (iv) Deferred taxation/business combinations

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

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
         Increase (decrease) in caption heading                     2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
          Replacement cost of sales                                  151           263
          Taxation                                                   (94)         (337)
          Profit for the year                                        (57)           74
                                                                 =======       =======




                                                             At March 31,   At December 31,
                                                                 2002            2001
                                                             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                               
          Tangible assets                                          7,417             7,032
          Deferred taxation                                        7,233             6,789
          BP shareholders' interest                                  184               243
                                                                 =======           =======




Page 24

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


15.  US generally accepted accounting principles - continued

     (v)  Provisions

          UK  GAAP  requires  provisions  for   decommissioning,   environmental
          liabilities  and onerous  contracts to be  determined  on a discounted
          basis if the effect of the time value of money is material.  Unwinding
          of  discount  and the  effect  of a  change  in the  discount  rate is
          included in interest  expense in the  period.  When a  decommissioning
          provision is set up, a tangible fixed asset of the same amount is also
          recognized  and is  subsequently  depreciated  as part of the  capital
          costs of the facilities.  Under US GAAP (i) environmental  liabilities
          are discounted only where the timing and amounts of payments are fixed
          and reliably  determinable and (ii) provisions for decommissioning are
          provided on a  unit-of-production  basis over field lives, there is no
          corresponding tangible fixed asset.

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
         Increase (decrease) in caption heading                     2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
          Replacement cost of sales                                   77            89
          Interest expense                                           (43)          (53)
          Taxation                                                    (8)          (18)
          Profit for the year                                        (26)          (18)
                                                                 =======       =======




                                                             At March 31,   At December 31,
                                                                 2002            2001
                                                             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                               
          Tangible assets                                           (594)             (785)
          Provisions                                               1,004               780
          Deferred taxation                                         (518)             (511)
          BP shareholders' interest                               (1,080)           (1,054)
                                                                 =======           =======


     (vi) Sale and leaseback

          The sale and leaseback of the Amoco  building in Chicago,  Illinois in
          1998  is  treated  as a sale  for UK  GAAP  whereas  for US GAAP it is
          treated as a financing transaction.

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

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


Page 25



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


15.  US generally accepted accounting principles - continued

     (vi) Sale and leaseback (concluded)

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
     Increase (decrease) in caption heading                         2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
     Replacement cost of sales                                         5             6
     Taxation                                                         (1)            3
     Profit for the year                                              (4)           (9)
                                                                 =======       =======




                                                             At March 31,   At December 31,
                                                                 2002            2001
                                                             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                               
     Tangible assets                                                 169               171
     Other accounts payable and accrued liabilities                   30                30
     Provisions                                                      (63)              (65)
     Finance debt                                                    413               413
     Deferred taxation                                               (74)              (73)
     BP shareholders' interest                                      (137)             (134)
                                                                 =======           =======


(vii)Goodwill

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

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


Page 26

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

15.   US generally accepted accounting principles - continued

     (vii)Goodwill (concluded)

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
          Increase (decrease) in caption heading                    2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
          Replacement cost of sales                                 (321)          (15)
          Taxation                                                     -             -
          Profit for the year                                        321            15
                                                                 =======       =======




                                                             At March 31,   At December 31,
                                                                 2002            2001
                                                             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                              
          Intangible assets                                       (1,094)           (1,414)
          Deferred taxation                                            -                 -
          BP shareholders' interest                               (1,094)           (1,414)
                                                                 =======           =======


   (viii) Derivative financial instruments and hedging activities

          On January 1, 2001 the Group adopted Statement of Financial Accounting
          Standards No. 133 'Accounting  for Derivative  Instruments and Hedging
          Activities'  (SFAS 133) as amended by Statement  Nos. 137 and 138, for
          US GAAP reporting.

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

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

          All oil price  derivatives  and all  derivatives  held for trading are
          carried on the  Group's  balance  sheet at fair value with  changes in
          that value  recognized  in  earnings  of the period for both UK and US
          GAAP.  Certain  financial  derivatives used to manage foreign currency
          and interest rate risk that qualify for hedge accounting under UK GAAP
          are  marked  to market  under  SFAS 133.  For these  derivatives,  the
          cumulative effect of adopting SFAS 133 resulted in a pre-tax charge to
          income,  as  adjusted  to accord  with US GAAP,  of $27  million  ($18
          million  after  tax).  Under  US GAAP the fair  values  of  derivative
          financial  instruments  are shown as current assets and liabilities as
          appropriate.

          The Group has a number of long-term natural gas  contracts  which have
          been in  place  for  many  years.  The  pricing  structure  for  those
          contracts is not  directly  related to the market price of natural gas
          but to the price of other commodities or indices,  such as fuel oil or
          consumer price indices. On the basis of SFAS 133 Implementation  Issue
          C11, these  contracts have been marked to market with effect from July
          1, 2001.

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


Page 27

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

15.  US generally accepted accounting principles - continued

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
          Increase (decrease) in caption heading                    2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
          Replacement cost of sales                                 (804)          152
          Taxation                                                   281           (53)
          Profit for the year before  cumulative  effect
          of accounting change                                       523           (99)
          Cumulative effect of accounting  change, net of taxation     -           (18)
          Profit for the year                                        523          (117)
                                                                 =======       =======




                                                             At March 31,   At December 31,
                                                                 2002            2001
                                                             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                               
          Accounts payable and accrued liabilities                   234             1,038
          Deferred taxation                                          (82)             (363)
          BP shareholders' interest                                 (152)             (675)
                                                                 =======           =======


     (ix) Gain arising on asset exchange

          For UK GAAP the transaction with Solvay in the fourth quarter of 2001,
          which led to the  exchange  of  businesses  for an interest in a joint
          venture and an  associated  undertaking,  has been treated as an asset
          swap  which  does not give  rise to a gain or loss.  Under US GAAP the
          transaction  has been  treated as a disposal and  acquisition  at fair
          value which gives rise to a pre-tax  gain on disposal of $242  million
          ($157 million after tax).

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
          Increase (decrease) in caption heading                    2002          2001
                                                                    ------------------
                                                                           
                                                                        ($ million)
          Replacement cost of sales                                    9             -
          Taxation                                                    (4)            -
          Profit for the year                                         (5)            -
                                                                 =======       =======




                                                             At March 31,   At December 31,
                                                                 2002            2001
                                                             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                               
          Intangible assets                                          181               188
          Accounts payable and accrued liabilities                   (51)              (54)
          Deferred taxation                                           81                85
          BP shareholders' interest                                  151               157
                                                                 =======           =======




Page 28

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


15.  US generally accepted accounting principles - continued

     (x)  Ordinary shares held for future awards to employees

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

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



                                                             At March 31,   At December 31,
                                                                 2002            2001
          Increase (decrease) in caption heading             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                               
          Fixed assets - Investments                               (219)              (266)
          BP shareholders' interest                                (219)              (266)
                                                                =======            =======


     (xi) Dividends

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

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



                                                             At March 31,   At December 31,
                                                                 2002            2001
          Increase (decrease) in caption heading             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                               
          Other accounts payable and accrued liabilities          (1,290)           (1,288)
          BP shareholders' interest                                1,290             1,288
                                                                 =======           =======


     (xii)Investments

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

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



                                                             At March 31,   At December 31,
                                                                 2002            2001
          Increase (decrease) in caption heading             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                               
          Fixed assets - Investments                                 245                (3)
          Deferred taxation                                           86                (1)
          BP shareholders' interest                                  159                (2)
                                                                 =======            =======




Page 29

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

15.  US generally accepted accounting principles - continued

    (xiii)Additional minimum pension liability

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

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



                                                             At March 31,   At December 31,
                                                                 2002            2001
          Increase (decrease) in caption heading             (Unaudited)
                                                             ------------   --------------
                                                                    ($ million)
                                                                               
          Intangible assets                                          112              112
          Other receivables falling due after more
          than one year                                           (1,015)          (1,015)
          Noncurrent liabilities - accounts payable
          accrued liabilities                                        548              548
          Deferred taxation                                         (509)            (509)
          BP shareholders' interest                                 (942)            (942)
                                                                 =======          =======


     (xiv)Goodwill and intangible assets

          Profit for the period,  as  adjusted  to accord with US GAAP,  for the
          three months ended March 31, 2001, adjusted to exclude amortization of
          goodwill  no longer  being  amortized  pursuant to SFAS 142 (see (vii)
          Goodwill), is shown below.



                                                                    Three months ended
                                                                      March 31, 2001
                                                                        (Unaudited)
                                                                    ------------------
                                                                           
                                                                        ($ million)
        Profit for the period as adjusted to accord
        with US GAAP, as reported                                          2,778
        Add back goodwill amortization                                       306
                                                                         -------
        Profit  for the  period  as  adjusted  to accord
        with US GAAP, as adjusted                                          3,084
                                                                         -------
        Per ordinary share - cents
           Basic - as reported                                             12.36
           Adjustment                                                       1.36
                                                                         -------
           Basic - as adjusted                                             13.72
                                                                         -------
           Diluted - as reported                                           12.28
           Adjustment                                                       1.35
                                                                         -------
           Diluted - as adjusted                                           13.63
                                                                         -------
        Per American Depositary Share - cents
           Basic - as reported                                             74.16
           Adjustment                                                       8.16
                                                                         -------
           Basic - as adjusted                                             82.32
                                                                         -------
           Diluted - as reported                                           73.68
           Adjustment                                                       8.10
                                                                         -------
           Diluted - as adjusted                                           81.78
                                                                         -------




Page 30

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


15.  US generally accepted accounting principles - continued

     (xiv)Goodwill and intangible assets (concluded)

          Changes to  exploration  expenditure,  goodwill  and other  intangible
          assets,  as adjusted to accord with US GAAP,  during the three  months
          ended March 31, 2002 are shown below.

                                 Exploration                    Other
                                 expenditure   Goodwill   intangibles   Total
                                               ($ million)
          Net book amount
          At January 1, 2002           5,334      9,453           288  15,075
          Amortization expense           (59)         -           (16)    (75)
          Other movements                 (8)       (64)           67      (5)
                                 ---------------------------------------------
          At March 31, 2002            5,267      9,389           339  14,995
                                 =============================================

          Amortization  expense relating to other  intangibles is expected to be
          in the range $60-$100 million in each of the succeeding five years.



Page 31

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

15.  US generally accepted accounting principles - continued

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

     These results are stated using the first-in  first-out  method of inventory
     valuation.



                                                                    Three months ended
     Profit for the period                                               March 31
                                                                        (Unaudited)
                                                                    2002          2001(a)
                                                                    ------------------
                                                                           
                                                                        ($ million)
     Profit as reported in the consolidated statement of income    1,296         2,830

     Adjustments:
     Deferred taxation/business combinations (iv)                    (57)           74
     Provisions (v)                                                  (26)          (18)
     Sale and leaseback (vi)                                          (4)           (9)
     Goodwill (vii)                                                  321            15
     Derivative financial instruments (viii)                         523           (99)
     Gain arising on asset exchange (ix)                              (5)            -
     Other                                                             3             3
                                                                 -------        ------
                                                                     755           (34)
                                                                 -------        ------
    Profit for the period before cumulative effect of
    accounting change as adjusted to accord with US GAAP           2,051         2,796

    Cumulative effect of accounting change:
      Derivative financial instruments (viii)                          -           (18)
                                                                --------       -------
   Profit for the period as adjusted to accord with US GAAP        2,051         2,778
                                                                ========       =======

   Profit for the period as adjusted:
   Per ordinary share - cents
      Basic - before cumulative effect of accounting change         9.16         12.44
      Cumulative effect of accounting change                           -         (0.08)
                                                                 -------        ------
                                                                    9.16         12.36
                                                                 -------        ------

      Diluted - before cumulative effect of accounting change       9.11         12.36
      Cumulative effect of accounting change                           -         (0.08)
                                                                 -------        ------
                                                                    9.11         12.28
                                                                 -------        ------

   Per American Depositary Share - cents (b)
      Basic - before cumulative effect of accounting change        54.96         74.64
      Cumulative effect of accounting change                           -         (0.48)
                                                                 -------        ------
                                                                   54.96         74.16
                                                                 -------        ------

      Diluted - before cumulative effect of accounting change      54.66         74.16
      Cumulative effect of accounting change                           -         (0.48)
                                                                 -------        ------
                                                                   54.66         73.68
                                                                 -------        ------




Page 32

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


15.  US generally accepted accounting principles - continued




     BP shareholders' interest                      March 31, 2002     December 31, 2001 (a)
                                                      (Unaudited)
                                                    --------------     --------------------
                                                               ($ million)
                                                                           
     BP shareholders' interest as reported
     in the consolidated balance sheet                      64,902                65,161

     Adjustments:
     Deferred taxation/business combinations (iv)              184                   243
     Provisions (v)                                         (1,080)               (1,054)
     Sale and leaseback (vi)                                  (137)                 (134)
     Goodwill (vii)                                         (1,094)               (1,414)
     Derivative financial instruments (viii)                  (152)                 (675)
     Gain arising on asset exchange (ix)                       151                   157
     Ordinary shares held for future awards to employees (x)  (219)                 (266)
     Dividends (xi)                                          1,290                 1,288
     Investments (xii)                                         159                    (2)
     Additional  minimum pension liability (xiii)             (942)                 (942)
     Other                                                     (37)                  (40)
                                                           -------               -------
                                                            (1,877)               (2,839)
                                                           -------               -------
     BP shareholders' interest as adjusted
     to accord with US GAAP                                 63,025                62,322
                                                           =======               =======


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

(a)  The profit reported under UK GAAP for the three months ended March 31, 2001
     and BP shareholders'  interest  reported under UK GAAP at December 31, 2001
     have been restated to reflect the adoption of FRS 19. Consequently  certain
     of  the  adjustments  in the  UK/US  GAAP  reconciliation  have  also  been
     restated.  Profit and BP shareholders' interest, as adjusted to accord with
     US GAAP, are unaffected by the adoption of FRS 19.

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

     Earnings per share

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



                                                                    Three months ended
                                                                         March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                     (shares million)
     Weighted average number of ordinary shares                   22,403        22,474
     Ordinary shares issuable under employee share schemes           117           140
                                                                 -------       -------
                                                                  22,520        22,614
                                                                 =======       =======




Page 33




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


15.  US generally accepted accounting principles - continued

     Comprehensive income

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



                                                                    Three months ended
                                                                         March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                       ($ million)
     Profit for the period as adjusted to accord with US GAAP      2,051         2,778
     Currency translation differences                               (356)         (994)
     Derivative financial instruments                                  -            23
     Net unrealized gain on investments                              161            64
     Additional minimum pension liability                              -             -
                                                                 -------       -------
    Comprehensive income                                           1,856         1,871
                                                                 =======       =======


     Accumulated other  comprehensive  income at March 31, 2002 and December 31,
     2001 comprised losses of $5,929 million and $5,734 million, respectively.

     Consolidated statement of cash flows

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

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

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


Page 34

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


15.  US generally accepted accounting principles - continued

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



                                                                    Three months ended
                                                                         March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                       ($ million)

     Operating activities
     Profit after taxation                                         1,336         2,838
     Adjustments to reconcile profits after tax to
     net cash provided by operating activities
     Depreciation and amounts provided                             2,153         2,167
     Exploration expenditure written off                              59           108
     Share of profits of joint ventures and associated
     undertakings less dividends received                            (17)          (63)
    (Profit) loss on sale of businesses and fixed assets             109          (218)
     Working capital movement (a)                                   (669)        1,354
     Deferred Taxation                                               220           433
     Other                                                          (108)         (124)
                                                                 -------       -------
     Net cash provided by operating activities                     3,083         6,495
                                                                 -------       -------

     Investing activities
     Capital expenditures                                         (2,814)       (2,611)
     Acquisitions, net of cash acquired                           (1,550)            -
     Investment in associated undertakings                          (143)         (120)
     Net investment in joint ventures                                (46)          (61)
     Proceeds from disposal of assets                                348           694
                                                                 -------       -------
     Net cash used in investing activities                        (4,205)       (2,098)
                                                                 -------       -------

     Financing activities
     Proceeds from shares issued (repurchased)                        91          (443)
     Proceeds from long-term financing                             1,746           517
     Repayments of long-term financing                              (234)         (146)
     Net decrease (increase) in short-term debt                      680        (2,794)
     Dividends paid - BP Shareholders                             (1,288)       (1,181)
                    - Minority shareholders                          (13)            -
                                                                 -------       -------
     Net cash used in financing activities                           982        (4,047)
                                                                 -------       -------
     Currency translation differences relating to cash
     and cash equivalents                                             (3)          (34)
                                                                 -------       -------
     Increase (decrease) in cash and cash equivalents               (143)          316
                                                                 -------       -------
     Cash and cash equivalents at beginning of period              1,808         1,831
                                                                 -------       -------
     Cash and cash equivalents at end of period                    1,665         2,147
                                                                 =======       =======

     (a)  Working capital:
     Inventories (increase) decrease                                (496)          358
     Receivables (increase) decrease                                (443)       (1,044)
     Current liabilities - excluding finance
     debt increase (decrease)                                        270         2,040
                                                                 -------       -------
                                                                    (669)        1,354
                                                                 =======       =======



Page 35

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

15.  US generally accepted accounting principles - concluded

     Impact of new US accounting standards

     New US accounting  standards  adopted:  The Group has adopted  Statement of
     Financial Accounting  Standards No. 141 'Business  Combinations' (SFAS 141)
     for US GAAP reporting with effect from January 1, 2002. Under SFAS 141, the
     pooling of interest  method of accounting is no longer  permitted.  Also on
     January  1,  2002 the  Group  adopted  Statement  of  Financial  Accounting
     Standards No. 144  'Accounting for the Impairment or Disposal of Long-Lived
     Assets'  (SFAS 144).  SFAS 144  retains the  requirement  to  recognize  an
     impairment loss only where the carrying value of a long-lived  asset is not
     recoverable  from its  undiscounted  cash flows and to measure such loss as
     the  difference  between the  carrying  amount and fair value of the asset.
     SFAS 144,  among other things,  changes the criteria that have to be met in
     order to classify an asset as  held-for-sale  and requires  that  operating
     losses from  discontinued  operations  be recognized in the period that the
     losses are incurred rather than as of the measurement date.

     The adoption of SFAS 141 and SFAS 144 had no impact on profit,  as adjusted
     to accord with US GAAP,  for the three months ended March 31, 2002 or on BP
     shareholders'  interest,  as adjusted to accord with US GAAP,  at March 31,
     2002.

     Asset  retirement  obligations:  In June 2001, the FASB issued Statement of
     Financial  Accounting  Standards No. 143 'Accounting  for Asset  Retirement
     Obligations'  (SFAS 143). SFAS 143 requires companies to record liabilities
     equal to the fair value of their asset retirement obligations when they are
     incurred   (typically  when  the  asset  is  installed  at  the  production
     location).  When the liability is initially recorded,  companies capitalize
     an  equivalent  amount  as part of the  cost of the  asset.  Over  time the
     liability is accreted for the change in its present value each period,  and
     the initial  capitalized  cost is  depreciated  over the useful life of the
     related asset. SFAS 143 is effective for accounting periods beginning after
     June 15, 2002.

     The provisions of SFAS 143 are similar to the accounting policy used by the
     Group in preparing its financial  statements under UK GAAP. The Company has
     not yet  determined  the  effect of  adopting  SFAS 143 on its  results  of
     operations or shareholders' interest as adjusted to accord with US GAAP.

     Impact of new UK accounting standards

     Retirement  benefits:  In December 2000, the UK Accounting  Standards Board
     issued Financial Reporting Standard No. 17 `Retirement  Benefits' (FRS 17).
     This standard is fully effective for accounting  periods ending on or after
     June 22, 2003.  Certain of the  disclosure  requirements  are effective for
     periods prior to 2003. FRS 17 requires that financial statements reflect at
     fair value the assets and liabilities arising from an employer's retirement
     benefit  obligations  and any  related  funding.  The  operating  costs  of
     providing  retirement  benefits are  recognized in the period in which they
     are earned together with any related finance costs and changes in the value
     of related  assets and  liabilities.  The Company has not yet completed its
     evaluation  of the  impact of  adopting  FRS 17 on the  Group's  results of
     operations,  and  there  will  be no  significant  effect  on  the  Group's
     financial position.

16.  Condensed consolidating information

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


Page 36

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


16.  Condensed consolidating information - continued



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

                                                                                                      
Three months ended March 31, 2002

Turnover                                             506             -            36,569                  (506)   36,569

Less: Joint ventures                                   -             -               279                     -       279
                                            ----------------------------------------------------------------------------
Group turnover                                       506             -            36,290                  (506)   36,290

Replacement cost of sales                            319             -            31,748                  (514)   31,553

Production taxes                                      44             -               203                     -       247
                                            ----------------------------------------------------------------------------
Gross profit                                         143             -             4,339                     8     4,490

Distribution and administration expenses               -            54             2,637                     -     2,691

Exploration expense                                    6             -               118                     -       124
                                            ----------------------------------------------------------------------------
                                                     137           (54)            1,584                     8     1,675

Other income                                          15           153                56                   (99)      125
                                            ----------------------------------------------------------------------------
Group replacement cost operating profit              152            99             1,640                   (91)    1,800

Share of profits of joint ventures                     -             -                70                     -        70

Share of profits of associated undertakings            -             -               188                     -       188

Equity accounted income of subsidiaries               23         2,010                 -                (2,033)        -
                                            ----------------------------------------------------------------------------
Total replacement cost operating profit              175         2,109             1,898                (2,124)    2,058

Profit (loss) on sale of fixed assets
  and businesses                                       -          (109)             (109)                  109      (109)
                                            ----------------------------------------------------------------------------
Replacement cost profit before
  interest and tax                                   175         2,000             1,789                (2,015)    1,949

Inventory holding gains (losses)                      26           473               473                  (499)      473
                                            ----------------------------------------------------------------------------
Historical cost profit before
  interest and tax                                   201         2,473             2,262                (2,514)    2,422

Interest expense                                      13           424               393                  (497)      333
                                            ----------------------------------------------------------------------------
Profit before taxation                               188         2,049             1,869                (2,017)    2,089

Taxation                                              82           753               686                  (768)      753
                                            ----------------------------------------------------------------------------
Profit after taxation                                106         1,296             1,183                (1,249)    1,336

Minority shareholders' interest                        -             -                40                     -        40
                                            ----------------------------------------------------------------------------
Profit for the period                                106         1,296             1,143                (1,249)    1,296
                                            ============================================================================



Page 37

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


16.   Condensed consolidating information - continued



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

                                                                                                      
Three months ended March 31, 2002

Profit as reported                                   106          1,296            1,143                (1,249)    1,296

Adjustments:

  Deferred taxation/business combinations            (33)           (57)             (36)                   69       (57)

  Provisions                                           -            (26)             (25)                   25       (26)

  Sale and leaseback                                   -             (4)              (4)                    4        (4)

  Goodwill                                             -            321              321                  (321)      321

  Derivative financial instruments                     -            523              523                  (523)      523

  Gain arising on asset exchange                       -             (5)              (5)                    5        (5)

  Other                                                -              3                3                    (3)        3
                                            ----------------------------------------------------------------------------
Profit for the period as
adjusted to accord with US GAAP                       73          2,051            1,920                (1,993)    2,051

                                            ============================================================================





Page 38

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


16.   Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
Three months ended March 31, 2001

Turnover                                             604             -            45,700                  (604)   45,700

Less: Joint ventures                                   -             -               288                     -       288
                                            ----------------------------------------------------------------------------
Group turnover                                       604             -            45,412                  (604)   45,412

Replacement cost of sales                            273             -            37,525                  (610)   37,188

Production taxes                                      59             -               524                     -       583
                                            ----------------------------------------------------------------------------
Gross profit                                         272             -             7,363                     6     7,641

Distribution and administration expenses               -            69             2,457                     -     2,526

Exploration expense                                    4             -               165                     -       169
                                            ----------------------------------------------------------------------------
                                                     268           (69)            4,741                     6     4,946

Other income                                           -           362               197                  (364)      195
                                            ----------------------------------------------------------------------------
Group replacement cost operating profit              268           293             4,938                  (358)    5,141

Share of profits of joint ventures                     -             -               102                     -       102

Share of profits of associated undertakings            -             -               229                     -       229

Equity accounted income of subsidiaries              161         5,529                 -                (5,690)        -
                                            ----------------------------------------------------------------------------
Total replacement cost operating profit              429         5,822             5,269                (6,048)    5,472

Profit (loss) on sale of
fixed assets and businesses                            1           218               217                  (218)      218
                                            ----------------------------------------------------------------------------
Replacement cost profit
before interest and tax                              430         6,040             5,486                (6,266)    5,690


Inventory holding gains (losses)                      (7)         (238)             (238)                  245      (238)
                                            ----------------------------------------------------------------------------
Historical cost profit before
  interest and tax                                   423         5,802             5,248                (6,021)    5,452

Interest expense                                       2           804               808                (1,168)      446
                                            ----------------------------------------------------------------------------
Profit before taxation                               421         4,998             4,440                (4,853)    5,006

Taxation                                             174         2,168             2,095                (2,269)    2,168
                                            ----------------------------------------------------------------------------
Profit after taxation                                247         2,830             2,345                (2,584)    2,838

Minority shareholders' interest                        -             -                 8                     -         8
                                            ----------------------------------------------------------------------------
Profit for the period                                247         2,830             2,337                (2,584)    2,830
                                            ============================================================================




Page 39

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


16.   Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (concluded)                 Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
Three months ended March 31, 2001

Profit as reported                                   247         2,830             2,337                (2,584)    2,830

Adjustments:

  Deferred taxation/business combinations             10            74                73                   (83)       74

  Provisions                                          (1)          (18)              (17)                   18       (18)

  Sale and leaseback                                   -            (9)               (9)                    9        (9)

  Goodwill                                             -            15                15                   (15)       15

  Derivative financial instruments                     -           (99)              (99)                   99       (99)

  Gain arising on asset exchange                       -             -                 -                     -         -

  Other                                                -             3                 3                    (3)        3
                                            ----------------------------------------------------------------------------
Profit for the period before cumulative
  effect of accounting change as adjusted
  to accord with US GAAP                             256         2,796             2,303                (2,559)    2,796

    Cumulative effect of accounting change:
    Derivative financial instruments                   -           (18)              (18)                   18       (18)
                                            ----------------------------------------------------------------------------
Profit for the period as
 adjusted to accord with US GAAP                     256         2,778             2,285                (2,541)    2,778
                                            ============================================================================





Page 40



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


16.   Condensed consolidating information - continued



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

Fixed assets

Intangible assets                                    518             -            15,571                     -    16,089

Tangible assets                                    6,461             -            75,483                     -    81,944

Investments

  Subsidiaries - equity accounted basis            1,873        77,633                 -               (79,506)        -

  Other                                                -           223            11,777                     -    12,000
                                            ----------------------------------------------------------------------------
                                                   1,873        77,856            11,777               (79,506)   12,000
                                            ----------------------------------------------------------------------------
Total fixed assets                                 8,852        77,856           102,831               (79,506)  110,033
                                            ----------------------------------------------------------------------------
Current assets

Business held for resale                               -             -             2,090                     -     2,090

Inventories                                           76             -             8,622                     -     8,698

Receivables                                       15,780        20,899            44,621               (52,516)   28,784

Investments                                            -             -               286                     -       286

Cash at bank and in hand                             (11)            3             1,387                     -     1,379
                                            ----------------------------------------------------------------------------
                                                  15,845        20,902            57,006               (52,516)   41,237
                                            ----------------------------------------------------------------------------
Current liabilities - falling
due within one year

Finance debt                                         992             -            11,008                  (937)   11,063

Accounts payable and accrued liabilities             398         8,291            30,338                (7,379)   31,648
                                            ----------------------------------------------------------------------------
Net current assets (liabilities)                  14,455        12,611            15,660               (44,200)   (1,474)
                                            ----------------------------------------------------------------------------
Total assets less current liabilities             23,307        90,467           118,491              (123,706)  108,559

Noncurrent liabilities

Finance debt                                           -             -            13,468                     -    13,468

Accounts payable and accrued liabilities          10,416           148            37,193               (44,620)    3,137

Provisions for liabilities and charges

Deferred taxation                                  1,674             -            10,347                     -    12,021

Other provisions                                     483           205            11,764                     -    12,452
                                            ----------------------------------------------------------------------------

Net assets                                        10,734        90,114            45,719               (79,086)   67,481

Minority shareholders' interest                        -             -             2,579                     -     2,579
                                            ----------------------------------------------------------------------------

BP shareholders' interest                         10,734        90,114            43,140               (79,086)   64,902
                                            ============================================================================





Page 41

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


16.   Condensed consolidating information - continued



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

Capital and reserves

Capital shares                                     1,050         5,635                 -                (1,050)    5,635

Paid in surplus                                    3,145         4,100                 -                (3,145)    4,100

Merger reserve                                         -        26,318               698                     -    27,016

Other reserves                                         -           190                 -                     -       190

Retained earnings                                  6,539        53,871            42,442               (74,891)   27,961
                                            ----------------------------------------------------------------------------
                                                  10,734        90,114            43,140               (79,086)   64,902
                                            ============================================================================



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



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
Shareholders' interest as reported                10,734        90,114            43,140               (79,086)   64,902

Adjustments:

  Deferred taxation/business combinations            170           184                48                  (218)      184

  Provisions                                        (186)       (1,080)             (894)                1,080    (1,080)

  Sale and leaseback                                   -          (137)             (137)                  137      (137)

  Goodwill                                             -        (1,094)           (1,094)                1,094    (1,094)

  Derivative financial instruments                     -          (152)             (152)                  152      (152)

  Gain arising on asset exchange                       -           151               151                  (151)      151

  Ordinary shares held for future
   awards to employees                                 -          (219)                -                     -      (219)

  Quarterly dividend                                   -         1,290                 -                     -     1,290

  Investments                                          -           159               159                  (159)      159

  Additional minimum pension liability                 -          (942)             (942)                  942      (942)

  Other                                                -           (37)              (37)                   37       (37)
                                            ----------------------------------------------------------------------------
Shareholders' interest as
 adjusted to accord with US GAAP                  10,718        88,237            40,242               (76,172)   63,025
                                            ============================================================================





Page 42

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


16.   Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet (continued)                    Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
At December 31, 2001

Fixed assets

Intangible assets                                    489             -            16,000                     -    16,489

Tangible assets                                    6,418             -            70,992                     -    77,410

Investments

  Subsidiaries - equity accounted basis            1,846        76,877                 -               (78,723)        -

  Other                                                -           269            11,694                     -    11,963
                                            ----------------------------------------------------------------------------
                                                   1,846        77,146            11,694               (78,723)   11,963
                                            ----------------------------------------------------------------------------
Total fixed assets                                 8,753        77,146            98,686               (78,723)  105,862
                                            ----------------------------------------------------------------------------
Current assets

Business held for resale                               -             -                 -                     -         -

Inventories                                           92             -             7,539                     -     7,631

Receivables                                       15,333        21,272            41,858               (51,794)   26,669

Investments                                            -             -               450                     -       450

Cash at bank and in hand                             (29)            3             1,384                     -     1,358
                                            ----------------------------------------------------------------------------
                                                  15,396        21,275            51,231               (51,794)   36,108
                                            ----------------------------------------------------------------------------
Current liabilities - falling
due within one year

Finance debt                                         406             -             9,035                  (351)    9,090

Accounts payable and accrued liabilities             260         7,642            27,797                (7,175)   28,524
                                            ----------------------------------------------------------------------------
Net current assets (liabilities)                  14,730        13,633            14,399               (44,268)   (1,506)
                                            ----------------------------------------------------------------------------
Total assets less current liabilities             23,483        90,779           113,085              (122,991)  104,356

Noncurrent liabilities

Finance debt                                           -             -            12,327                     -    12,327

Accounts payable and accrued liabilities          10,795           191            36,433               (44,333)    3,086

Provisions for liabilities and charges

Deferred taxation                                  1,668             -            11,702                (1,668)   11,702

Other provisions                                     392           216            10,879                    (5)   11,482
                                            ----------------------------------------------------------------------------
Net assets                                        10,628        90,372            41,744               (76,985)   65,759

Minority shareholders' interest                        -             -               598                     -       598
                                            ----------------------------------------------------------------------------
BP shareholders' interest                         10,628        90,372            41,146               (76,985)   65,161
                                            ============================================================================





Page 43

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


16.   Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Balance sheet (concluded)                    Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
At December 31, 2001

Capital and reserves

Capital shares                                     1,050         5,629                 -                (1,050)    5,629

Paid in surplus                                    3,145         4,014                 -                (3,145)    4,014

Merger reserve                                         -        26,286               697                     -    26,983

Other reserves                                         -           223                 -                     -       223

Retained earnings                                  6,433        54,220            40,449               (72,790)   28,312
                                            ----------------------------------------------------------------------------
                                                  10,628        90,372            41,146               (76,985)   65,161
                                            ============================================================================



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



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
Shareholders' interest as reported                10,628         90,372           41,146               (76,985)   65,161

Adjustments:

  Deferred taxation/business combinations            203            243               86                  (289)      243

  Provisions                                        (186)        (1,054)            (869)                1,055    (1,054)

  Sale and leaseback                                   -           (134)            (134)                  134      (134)

  Goodwill                                             -         (1,414)          (1,414)                1,414    (1,414)

  Derivative financial instruments                     -           (675)            (675)                  675      (675)

  Gain arising on asset exchange                       -            157              157                  (157)      157

  Ordinary shares held for future
  awards to employees                                  -           (266)               -                     -      (266)

  Quarterly dividend                                   -          1,288                -                     -     1,288

  Investments                                          -             (2)              (2)                    2        (2)

  Additional minimum pension liability                 -           (942)            (942)                  942      (942)

  Other                                                -            (40)             (40)                   40       (40)
                                            ----------------------------------------------------------------------------
Shareholders' interest as
 adjusted to accord with US GAAP                  10,645         87,533           37,313               (73,169)   62,322
                                            ============================================================================





Page 44

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


16.   Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Cash flow statement                          Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
Three months ended March 31, 2002

Net cash inflow (outflow) from
  operating activities                               193          1,051            2,583                  (191)    3,636

Dividends from joint ventures                          -              -               83                     -        83

Dividends from associated undertakings                 -              -               53                     -        53

Dividends from subsidiaries                           15              -                -                   (15)        -

Net cash inflow (outflow) from servicing
  of finance and returns on investments                -             65             (626)                  289      (272)

Tax (paid) refund                                      -              -             (445)                    -      (445)

Net cash inflow (outflow) for capital
   expenditure and financial investment             (150)           (17)          (2,315)                    -    (2,482)

Net cash inflow (outflow) for
  acquisitions and disposals                           -             99           (1,708)                  (99)   (1,708)

Equity dividends paid                                  -         (1,289)             (15)                   16    (1,288)
                                            ----------------------------------------------------------------------------
Net cash inflow (outflow)                             58            (91)          (2,390)                    -    (2,423)
                                            ============================================================================
Financing                                             40            (91)          (2,232)                    -    (2,283)

Management of liquid resources                         -              -             (165)                    -      (165)

Increase (decrease) in cash                           18              -                7                     -        25
                                            ----------------------------------------------------------------------------
                                                      58            (91)          (2,390)                    -    (2,423)
                                            ============================================================================


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



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
Net cash provided by (used in)
  operating activities                               208         1,116             1,663                    96     3,083

Net cash provided by (used in)
  investing activities                              (150)           82            (4,038)                  (99)   (4,205)

Net cash provided by (used in)
  financing activities                               (40)       (1,198)            2,217                     3       982

Currency translation differences
  relating to cash and cash equivalents                -             -                (3)                    -        (3)
                                            ----------------------------------------------------------------------------
Increase (decrease) in cash
  and cash equivalents                                18             -              (161)                    -      (143)

Cash and cash equivalents at
  beginning of period                                (29)            3             1,834                     -     1,808
                                            ----------------------------------------------------------------------------
Cash and cash equivalents at
  end of period                                      (11)            3             1,673                     -     1,665
                                            ============================================================================




Page 45

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


16.   Condensed consolidating information - concluded



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Cash flow statement (concluded)              Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
Three months ended March 31, 2001

Net cash inflow (outflow) from
  operating activities                               331          1,301            5,124                   (16)    6,740

Dividends from joint ventures                          -              -               12                     -        12

Dividends from associated undertakings                 -              -              110                     -       110

Dividends from subsidiaries                            -              -                -                     -         -

Net cash inflow (outflow) from servicing
  of finance and returns on investments                -            354             (616)                    -      (262)

Tax (paid) refund                                   (257)            (1)             119                     -      (139)

Net cash inflow (outflow) for capital
  expenditure and financial investment              (193)           (16)          (1,674)                    -    (1,883)

Net cash inflow (outflow) for
  acquisitions and disposals                           1            (16)            (182)                   16      (181)

Equity dividends paid                                  -         (1,181)               -                     -    (1,181)
                                            ----------------------------------------------------------------------------
Net cash inflow (outflow)                           (118)           441            2,893                     -     3,216
                                            ============================================================================
Financing                                           (131)           443            2,554                     -     2,866

Management of liquid resources                         -              -              302                     -       302

Increase (decrease) in cash                           13             (2)              37                     -        48
                                            ----------------------------------------------------------------------------
                                                    (118)           441            2,893                     -     3,216
                                            ============================================================================


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



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Cash flow statement (concluded)              Exploration                           Other                   and        BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications     Group
                                            ----------------------------------------------------------------------------
                                                                   ($ million)
                                                                                                      
Net cash provided by (used in)
  operating activities                                75          1,654            4,783                   (17)    6,495

Net cash provided by (used in)
  investing activities                              (193)           (32)          (1,890)                   17    (2,098)

Net cash provided by (used in)
  financing activities                               131         (1,624)          (2,554)                    -    (4,047)

Currency translation differences
  relating to cash and cash equivalents                -              -              (34)                    -       (34)

                                            ----------------------------------------------------------------------------
Increase (decrease) in cash
and cash equivalents                                  13             (2)             305                     -       316

Cash and cash equivalents at
beginning of period                                  (32)             2            1,861                     -     1,831
                                            ----------------------------------------------------------------------------
Cash and cash equivalents at
end of period                                        (19)             -            2,166                     -     2,147
                                            ============================================================================





Page 46

                           BP p.l.c. AND SUBSIDIARIES
                            ENVIRONMENTAL INDICATORS



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Average oil realizations (a) - $/bbl
   UK                                                              20.67         25.04
   USA                                                             17.26         24.79
   Rest of World                                                   18.63         23.52
   BP average                                                      18.77         24.80

   Brent oil price                                                 21.13         25.75
   West Texas Intermediate oil price                               21.54         28.71
   Alaska North Slope US West Coast                                19.76         24.93

Average natural gas realizations - $/mcf
   UK                                                               3.12          3.53
   USA                                                              2.13          7.13
   Rest of World                                                    1.93          3.37
   BP average                                                       2.27          4.96

Henry Hub gas price (b) ($/mmBtu)                                   2.35          7.08

Global Indicator Refining Margins (c) - $/bbl
   Northwest Europe                                                 0.09          2.35
   US Gulf Coast                                                    2.04          6.69
   Midwest                                                          2.06          3.85
   US West Coast                                                    5.43         10.94
   Singapore                                                        0.21          0.70
   BP average                                                       1.64          4.25

Chemicals Indicator Margin (d) - $/te                                 96(e)        106


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

(a)  Crude oil and natural gas liquids.
(b)  Henry Hub First of Month Index.
(c)  The Global Indicator Refining Margin (GIM) is the average of seven regional
     indicator margins weighted for BP's crude refining capacity in each region.
     Each regional  indicator margin is based on a single  representative  crude
     with  product  yields  characteristic  of the  typical  level of  upgrading
     complexity.
(d)  The   Chemicals   Indicator   Margin   (CIM)  is  a  weighted   average  of
     externally-based  product margins.  It is based on market data collected by
     Chem Systems in their  quarterly  market  analyses,  then weighted based on
     BP's product  portfolio.  While it does not cover our entire portfolio,  it
     includes a broad range of products.  Amongst the  products  and  businesses
     covered in the CIM are olefins and derivatives,  aromatics and derivatives,
     linear alpha-olefins,  acetic acid, vinyl acetate monomer and nitriles. Not
     included are fabrics and fibres, plastic fabrications,  poly alpha-olefins,
     anhydrides,    engineering   polymers   and   carbon   fibres,   speciality
     intermediates,  and  the  remaining  parts  of  the  solvents  and  acetyls
     businesses.
(e)  Provisional. The data for the first quarter is based on two months' actuals
     and one month of provisional data.




                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Average rate for the period                                         1.43          1.46
Period-end rate                                                     1.42          1.44
                                                                 =======       =======





Page 47

                           BP p.l.c. AND SUBSIDIARIES
                              OPERATING INFORMATION



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Crude oil and natural gas liquids production
(thousand barrels per day), (net of royalties)
   UK                                                                482           511
   Rest of Europe                                                    104            97
   USA                                                               760           722
   Rest of World                                                     643           607
                                                                 -------       -------
Total crude oil and liquids production                             1,989         1,937
                                                                 =======       =======

Natural gas production (million cubic feet per day),
(net of royalties)
   UK                                                              1,628         2,152
   Rest of Europe                                                    162           169
   USA                                                             3,561         3,467
   Rest of World                                                   3,395         3,107
                                                                 -------       -------
Total natural gas production                                       8,746         8,895
                                                                 =======       =======

Total production (a)
(thousand barrels of oil equivalent per day),
(net of royalties)
   UK                                                                763           882
   Rest of Europe                                                    132           126
   USA                                                             1,374         1,320
   Rest of World                                                   1,228         1,143
                                                                 -------       -------
Total production                                                   3,497         3,471
                                                                 =======       =======

Natural gas sales volumes (million cubic feet per day)
   UK                                                              2,619         3,395
   Rest of Europe                                                    413           251
   USA                                                             8,733         8,001
   Rest of World                                                   9,289         7,403
                                                                 -------       -------
Total natural gas sales volumes (b)                               21,054        19,050
                                                                 =======       =======

NGL sales volumes (thousand barrels per day)
   UK                                                                  -             -
   Rest of Europe                                                      -             -
   USA                                                               203           221
   Rest of World                                                     181           207
                                                                 -------       -------
Total NGL sales volumes                                              384           428
                                                                 =======       =======


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

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

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




Page 48

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
Oil sales volumes (thousand barrels per day)
Refined products
   UK                                                                256           259
   Rest of Europe                                                  1,275         1,082
   USA                                                             1,834         1,874
   Rest of World                                                     600           579
                                                                 -------       -------
   Total marketing sales                                           3,965         3,794
   Trading/supply sales                                            2,535         2,159
                                                                 -------       -------
   Total refined product sales                                     6,500         5,953
Crude oil                                                          4,809         4,482
                                                                 -------       -------
Total oil sales                                                   11,309        10,435
                                                                 =======       =======

Refinery throughputs (thousand barrels per day)
   UK                                                                392           310
   Rest of Europe                                                    833           693
   USA                                                             1,394         1,522
   Rest of World                                                     375           386
                                                                 -------       -------
Total throughput                                                   2,994         2,911
                                                                 =======       =======

Chemicals production (thousand tonnes)
   UK                                                                829           730
   Rest of Europe                                                  2,583         1,688
   USA                                                             2,489         2,257
   Rest of World                                                     710           702
                                                                 -------       -------
Total production                                                   6,611         5,377
                                                                 =======       =======






Page 49

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                      ($ million)
By business
Exploration and Production
UK                                                                   727         1,154
Rest of Europe                                                       152           226
USA                                                                  322         2,111
Rest of World                                                        727         1,175
                                                                 -------       -------
                                                                   1,928         4,666
                                                                 -------       -------
Gas, Power and Renewables
UK                                                                     2            10
Rest of Europe                                                        47            63
USA                                                                  (25)           25
Rest of World                                                         87             2
                                                                 -------       -------
                                                                     111           100
                                                                 -------       -------
Refining and Marketing
UK                                                                  (124)         (111)
Rest of Europe                                                       139           136
USA                                                                  (79)          594
Rest of World                                                        132           121
                                                                 -------       -------
                                                                      68           740
                                                                 -------       -------
Chemicals
UK                                                                   (31)          (50)
Rest of Europe                                                        47            80
USA                                                                   23            13
Rest of World                                                         37            38
                                                                 -------       -------
                                                                      76            81
                                                                 -------       -------
Other businesses and corporate                                      (125)         (115)
                                                                 -------       -------
                                                                   2,058         5,472
                                                                 =======       =======
By geographical area
UK                                                                   530           927
Rest of Europe                                                       386           485
USA                                                                  158         2,685
Rest of World                                                        984         1,375
                                                                 -------       -------
                                                                   2,058         5,472
                                                                 =======       =======




Page 50

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                       ($ million)
By business

Exploration and Production
   UK                                                                261           168
   Rest of Europe                                                     71            65
   USA                                                             1,167           927
   Rest of World                                                     814           706
                                                                 -------       -------
                                                                   2,313         1,866
                                                                 -------       -------
Gas, Power and Renewables
   UK                                                                 16             8
   Rest of Europe                                                      4            11
   USA                                                                16            17
   Rest of World                                                      10             -
                                                                 -------       -------
                                                                      46            36
                                                                 -------       -------
Refining and Marketing
   UK                                                                 76           111
   Rest of Europe (a)                                              2,732            47
   USA                                                               303           180
   Rest of World                                                      26            32
                                                                 -------       -------
                                                                   3,137           370
                                                                 -------       -------
Chemicals
   UK                                                                  8            66
   Rest of Europe                                                     45            16
   USA                                                                42            78
   Rest of World                                                      93            56
                                                                 -------       -------
                                                                     188           216
                                                                 -------       -------

Other businesses and corporate                                        52            49
                                                                 -------       -------
                                                                   5,736         2,537
                                                                 =======       =======
By geographical area
   UK                                                                409           394
   Rest of Europe                                                  2,852           139
   USA                                                             1,531         1,210
   Rest of World                                                     944           794
                                                                 -------       -------
                                                                   5,736         2,537
                                                                 =======       =======

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

(a)  The three months ended March 31, 2002  includes the  acquisition  of 51% of
     Veba.



Page 51

                           BP p.l.c. AND SUBSIDIARIES
         SPECIAL ITEMS AND ACQUISITION AMORTIZATION BY SEGMENT (PRE-TAX)



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                       ($ million)
Special items

   Exploration and Production
   UK                                                                 50             -
   Rest of Europe                                                      -             -
   USA                                                                62             -
   Rest of World                                                      15             -
                                                                 -------       -------
                                                                     127             -
                                                                 -------       -------
   Gas, Power and Renewables
   UK                                                                  -             -
   Rest of Europe                                                      -             -
   USA                                                                 -             -
   Rest of World                                                       -             -
                                                                 -------       -------
                                                                       -             -
                                                                 -------       -------
   Refining and Marketing
   UK                                                                  -            15
   Rest of Europe                                                     26            26
   USA                                                                 -             4
   Rest of World                                                       -             8
                                                                 -------       -------
                                                                      26            53
                                                                   -------    -------
   Chemicals
   UK                                                                  -             -
   Rest of Europe                                                      2             -
   USA                                                                30             -
   Rest of World                                                       -             -
                                                                 -------       -------
                                                                      32             -
                                                                 -------       -------
   Other businesses and corporate
   UK                                                                  -             -
   Rest of Europe                                                      -             -
   USA                                                                 -             -
   Rest of World                                                       -             -
                                                                 -------       -------
                                                                       -             -
                                                                 -------       -------
   Total special items before interest                               185            53
   Interest - bond redemption charges                                  -            10
                                                                 -------       -------
   Total                                                             185            63
                                                                 =======       =======

   Acquisition amortization

   Exploration and Production
   UK                                                                 32            29
   USA                                                               281           406
   Rest of World                                                      32            35
                                                                 -------       -------
                                                                     345           470
                                                                 -------       -------
   Refining and Marketing
   UK                                                                 97           104
   USA                                                                96            97
                                                                 -------       -------
                                                                     193           201
                                                                 -------       -------
   Total                                                             538           671
                                                                 =======       =======




Page 52

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



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                       ($ million)
Replacement cost basis
Replacement cost profit before exceptional items                     924         3,001
Interest                                                             333           446
Minority shareholders' interest                                        9             8
                                                                 -------       -------
Adjusted replacement cost profit                                   1,266         3,455
                                                                 =======       =======
Average capital employed                                          89,594        86,223
ROACE - replacement cost basis                                         6%           16%
                                                                 -------       -------
Pro forma basis
Adjusted replacement cost profit                                   1,266         3,455
Acquisition amortization                                             538           671
Special items (post tax)                                             120            40
                                                                 -------       -------
Adjusted replacement cost profit (pro forma basis)                 1,924         4,166
                                                                 =======       =======
Average capital employed                                          89,594        86,223
Average capital employed acquisition adjustment (a)               18,590        22,165
                                                                 -------       -------
Average capital employed (pro forma basis)                        71,004        64,058
ROACE - pro forma basis adjusted for special items                    11%           26%
Historical cost basis
Historical cost profit (loss) after exceptional items              1,296         2,830
Interest                                                             333           446
Minority shareholders' interest                                       40             8
                                                                 -------       -------
Adjusted historical cost profit                                    1,669         3,284
                                                                 =======       =======
Average capital employed                                          89,594        86,223
ROACE - historical cost basis after exceptionals                       7%           15%



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

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




Page 53

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





                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                       ($ million)
Net debt ratio - net debt: net debt + equity
Gross debt                                                        24,531        18,788
Cash and current asset investments                                 1,665         2,147
                                                                 -------       -------
Net debt                                                          22,866        16,641
                                                                 -------       -------
Equity                                                            67,481        66,316
Net debt ratio                                                        25%           20%
                                                                 -------       -------
Acquisition adjustment (a)                                        18,297        21,734
                                                                 -------       -------
Net debt ratio - pro forma basis (b)                                  32%           27%
                                                                 =======       =======


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


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

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





Page 54

                           BP p.l.c. AND SUBSIDIARIES
             REPLACEMENT COST OPERATING PROFIT ADJUSTED FOR NON-CASH
                         CHARGES AND CERTAIN OTHER ITEMS


Replacement  cost  operating  profit  adjusted for non-cash  charges and certain
other items  essentially  represents the Group's cash flow from operations (on a
net of tax paid basis,  tax is adjusted for the estimated  effect of exceptional
items and interest paid) excluding changes in working capital.  BP is presenting
this  information  as it gives a better insight into  underlying  cash flow from
operating  activities.  This  measure  is derived  from BP's UK GAAP  accounting
information but is not itself a recognised UK or US GAAP measure.



                                                                    Three months ended
                                                                          March 31
                                                                        (Unaudited)
                                                                    2002          2001
                                                                    ------------------
                                                                           
                                                                       ($ million)
Replacement cost operating profit (RCOP) (reported) (a)            2,058         5,472
Depreciation and amounts provided (b)                              2,153         2,167
Exploration expenditure written off                                   59           108
Dividends from joint ventures and associated
undertakings less share of RCOP                                     (122)         (209)
Dividends paid to minority shareholders                              (13)            -
Adjust provisions to cash basis (c)                                  (69)         (141)
Adjust interest and other income to cash basis (d)                   (13)           (4)
                                                                 -------        ------
                                                                   4,053         7,393
Tax paid adjusted for certain items*                                (577)          (96)
                                                                 -------        ------
Adjusted RCOP after tax paid                                       3,476         7,297
                                                                 -------        ------
*  Calculation of tax paid adjusted for certain items
   Cash tax paid                                                    (445)         (139)
   Tax charge on exceptional items                                   (39)          151
   Tax shield assumption +                                           (93)         (108)
                                                                 -------        ------
                                                                    (577)          (96)
                                                                 -------        ------
+  Calculation of tax shield assumption
   Interest paid                                                    (309)         (361)
   Tax rate assumption (e)                                            30%           30%
                                                                 -------        ------
                                                                     (93)         (108)
                                                                 -------        ------




(a)  Total  replacement  cost  operating  profit  is before  exceptional  items,
     inventory holding gains and losses and interest expense.
(b)  Includes   depreciation  and  amortization  relating  to  the  fixed  asset
     revaluation  adjustments  and goodwill  consequent upon the ARCO and Burmah
     Castrol acquisitions.
(c)  Calculated  as  the  net  of  charge  for  provisions  and  utilization  of
     provisions.
(d)  Calculated  as  interest  and other  income,  less  interest  received  and
     dividends received from the Group cash flow statement.
(e)  Deemed tax rate for tax shield  adjustment is equal to the UK statutory tax
     rate.



Page 55




                                         SIGNATURES





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



                                         BP p.l.c.
                                        (Registrant)



Dated: May 15, 2001                           /s/ D. J. PEARL
                                                  ..............................
                                                  D. J. PEARL
                                                  Deputy Company Secretary