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

                                    FORM 20-F
(Mark One)
[   ]             REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g)
                          OF THE SECURITIES EXCHANGE ACT OF 1934
                                       OR
[ x ]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001
                                       OR
[   ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from                  to

                          Commission file number 1-6262
--------------------------------------------------------------------------------
                                    BP p.l.c.
--------------------------------------------------------------------------------
                   (Exact name of Registrant as specified in its charter)
                                ENGLAND and WALES
--------------------------------------------------------------------------------
                      (Jurisdiction of incorporation or organization)

                                 Britannic House
                                1 Finsbury Circus
                                 London EC2M 7BA
                                     England
--------------------------------------------------------------------------------
                          (Address of principal executive offices)

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

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

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

Securities registered or to be registered pursuant to Section 12(g) of the Act.
                                  None
--------------------------------------------------------------------------------
Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act.
                                  None
--------------------------------------------------------------------------------

     Indicate the number of outstanding  shares of each of the issuer's  classes
of capital or common  stock as of the close of the period  covered by the annual
report.

      Ordinary Shares of 25c each                          22,432,076,754
      Cumulative First Preference Shares of (pound)1 each       7,232,838
      Cumulative Second Preference Shares of (pound)1 each      5,473,414

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


Yes      x            No
       -----               -----

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

Item 17            Item 18    x
        -----               -----


                                TABLE OF CONTENTS



                                                                            
                                                                                     Page
                     Certain Definitions..........................................     3
Part I      Item 1   Identity of Directors, Senior Management and Advisors........     5
            Item 2   Offer Statistics and Expected Timetable......................     5
            Item 3   Key Information..............................................     5
                          Selected Financial Information..........................     5
                          Risk Factors............................................     9
                          Forward Looking Statements..............................    10
                          Statements Regarding Competitive Position...............    10
            Item 4   Information on the Company...................................    11
                          General.................................................    11
                          Segmental Information...................................    16
                          Exploration and Production..............................    18
                          Gas and Power...........................................    36
                          Refining and Marketing..................................    40
                          Chemicals...............................................    47
                          Other Businesses and Corporate..........................    54
                          Regulation of the Group's Business......................    56
                          Environmental Protection................................    58
                          Property, Plants and Equipment..........................    63
                          Organizational  Structure...............................    64
            Item 5   Operating and Financial Review and Prospects.................    65
                          Group Operating Results.................................    65
                          Liquidity and Capital Resources.........................    77
                          Critical Accounting Policies
                            and New Accounting Standards..........................    80
            Item 6   Directors, Senior Management and Employees...................    83
                          Directors and Senior Management.........................    83
                          Compensation............................................    85
                          Board Practices.........................................    93
                          Employees...............................................    96
                          Share Ownership.........................................    97
            Item 7   Major Shareholders and Related Party Transactions............    99
                          Major Shareholders......................................    99
                          Related Party Transactions..............................    99
            Item 8   Financial Information........................................    99
                          Consolidated Statements and Other
                            Financial Information.................................    99
                          Significant Changes.....................................   100
            Item 9   The Offer and Listing........................................   100
            Item 10  Additional Information.......................................   102
                          Memorandum and Articles of Association..................   102
                          Material Contracts......................................   104
                          Exchange Controls and Other Limitations Affecting
                            Security Holders......................................   104
                          Taxation................................................   105
                          Documents on Display....................................   106
            Item 11  Quantitative and Qualitative Disclosures about Market Risk...   107
            Item 12  Description of Securities Other Than Equity Securities.......   113
Part II     Item 13  Defaults, Dividend Arrearages and Delinquencies..............   114
            Item 14  Material Modifications to the Rights of Security Holders
                          and Use of Proceeds.....................................   114
            Item 15  Reserved.....................................................
            Item 16  Reserved.....................................................
Part III    Item 17  Financial Statements.........................................   115
            Item 18  Financial Statements.........................................   115
            Item 19  Exhibits.....................................................   115



                                       2

                               CERTAIN DEFINITIONS

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

Oil and natural gas reserves

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

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

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

Miscellaneous terms

'ADR' -- American Depositary Receipt.

'ADS' -- American Depositary Share.

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

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

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

'Barrel' -- 42 US gallons.

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

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

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

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

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

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

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

'FSA' -- Financial Services Authority.

'Gas' -- Natural Gas.

'LNG' -- Liquefied Natural Gas.

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

'LPG' -- Liquefied Petroleum Gas.

'NGL' -- Natural Gas Liquid.



                                       3


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

'North America' -- the USA and Canada.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       4

                                     PART I


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

       Not applicable.

ITEM 2 -- OFFER STATISTICS AND EXPECTED TIMETABLE

       Not applicable.

ITEM 3 -- KEY INFORMATION

                         SELECTED FINANCIAL INFORMATION

Summary

     This  information has been extracted or derived from the audited  financial
statements of the BP Group presented elsewhere herein or otherwise included with
BP p.l.c.'s  Annual  Reports on Form 20-F for the relevant years which have been
filed with the Securities and Exchange  Commission,  as  reclassified to conform
with the accounting presentation adopted in this annual report.



                                                               Years ended December 31,
                                                     -----------------------------------------------
                                                      2001      2000       1999      1998       1997
                                                     -----     -----      -----     -----      -----
                                                           ($ million except per share amounts)
                                                                                 
UK GAAP
Income statement data
Turnover......................................     175,389   161,826    101,180    83,732    108,564
Less:joint ventures...........................       1,171    13,764     17,614    15,428     16,804
                                                    ------    ------     ------    ------     ------
Group turnover................................     174,218   148,062     83,566    68,304     91,760

Total replacement cost operating profit (a)...      16,135    17,756      8,894     6,521     10,683
Replacement cost profit before
    exceptional items (b).....................       9,880    11,214      5,330     3,959      6,622
Profit for the year...........................       8,010    11,870      5,008     3,220      5,673
Per ordinary share (c): (cents)
  Profit for the year:
  Basic.......................................       35.70     54.85      25.82     16.77      29.56
  Diluted.....................................       35.48     54.48      25.68     16.70      29.41
  Dividends (d)...............................       22.00     20.50      20.00     19.75      18.04
  Average number outstanding of 25 cents
    ordinary shares (shares million)..........      22,436    21,638     19,386    19,192     19,185
Balance sheet data
Total assets..................................     141,158   143,938     89,561    84,915     86,279
Net assets....................................      74,994    74,001     44,342    43,573     43,603
Share capital.................................       5,629     5,653      4,892     4,863      4,330
BP shareholders' interest.....................      74,367    73,416     43,281    42,501     42,503
Finance debt due after more than one year.....      12,327    14,772      9,644     9,641      8,853
Debt to borrowed and invested capital (e).....         14%       17%        18%       18%        17%
Other data
Per ordinary share: (cents)
  Replacement cost profit before
    exceptional items.........................      44.03     51.82      27.48     20.62      34.51
Net cash inflow from operating activities (f).     22,409    20,416     10,290     9,586     15,558
Net cash outflow from capital expenditure
  acquisitions and disposals..................     11,604     6,207      5,142     6,520     10,056





                                       5




                                                               Years ended December 31,
                                                     -----------------------------------------------
                                                      2001      2000       1999      1998       1997
                                                     -----     -----      -----     -----      -----
                                                           ($ million except per share amounts)
                                                                                 
US GAAP
Income statement data
Revenues......................................     174,218   148,062     83,566    68,304     91,760
Profit for the period.........................       4,164    10,183      4,596     2,826      5,686
Comprehensive income..........................       2,569     7,562      3,674     2,848      4,106
Profit per ordinary share (c)(g): (cents)
    Basic.....................................       18.55     47.05      23.70     14.72      29.62
    Diluted...................................       18.44     46.74      23.56     14.66      29.46
Profit per American Depositary
  Share (c)(g): (cents)
    Basic.....................................      111.30    282.30     142.20     88.32     177.72
    Diluted...................................      110.64    280.44     141.36     87.96     176.76
Balance sheet data
Total assets..................................     146,244   152,236     90,342    85,538     87,076
BP shareholders' interest.....................      62,322    65,554     37,838    37,334     37,504
Other data
Net cash used in investing activities.........      11,685     6,326      4,922     6,861     10,151
Net cash used in financing activities.........       5,853     7,852      3,332     2,161      3,449
----------


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

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

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

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

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



                                       6


(c)  With  effect from  October 4, 1999 BP split (or  subdivided)  its  ordinary
     share capital. As a result, the number of ordinary shares held at the close
     of  business  on Friday  October  1,  1999,  doubled,  and  holders of ADSs
     received a two-for-one stock split.  Comparative  figures for 1997 and 1998
     have been changed accordingly.

(d)  BP dividends per share represent historical dividends per share paid by The
     British Petroleum Company p.l.c., for 1997 and 1998.

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

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

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

(h)  The  Group  adopted  Financial   Reporting  Standard  No.  12  'Provisions,
     Contingent  Liabilities and Contingent  Assets' with effect from January 1,
     1999. Comparative figures for 1997 and 1998 have been changed accordingly.

Exchange Rates

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



                                                    At period end  Average(a)  High   Low
                                                    -------------  -------     ----  ----
Year ended December 31,
                                                                         
1997............................................             1.63     1.64     1.70  1.58
1998............................................             1.66     1.66     1.72  1.61
1999 ...........................................             1.62     1.61     1.68  1.55
2000 ...........................................             1.50     1.51     1.65  1.40
2001............................................             1.45     1.44     1.50  1.37
Month of
September 2001..................................             1.47     1.46     1.47  1.44
October 2001....................................             1.45     1.45     1.48  1.42
November 2001...................................             1.43     1.44     1.47  1.41
December 2001...................................             1.45     1.44     1.46  1.42
January 2002....................................             1.41     1.43     1.45  1.41
February 2002...................................             1.41     1.42     1.43  1.41
March 2002 (through March 26)...................             1.43     1.42     1.43  1.41



----------

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

(b)  The Noon Buying Rate on March 26, 2002 was $1.43 = (pound)1.




                                       7


Dividends

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

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

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



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

                                                                         

1997..........................   UK pence           19.7     20.6     20.7     21.5     82.5
                                 US cents           31.9     33.6     34.6     35.3    135.4
                                 Can. cents         44.1     46.4     48.6     50.5    189.6
1998..........................   UK pence           21.5     22.5     22.5     23.0     89.5
                                 US cents           36.0     36.5     37.5     33.4    143.4
                                 Can. cents         51.4     55.3     57.8     50.0    214.5
1999..........................   UK pence           20.5     20.8     20.2     20.8     82.3
                                 US cents           33.3     33.3     33.3     33.4    133.3
                                 Can. cents         48.7     50.1     48.6     48.5    195.9
2000..........................   UK pence           21.5     22.3     24.0     24.1     91.9
                                 US cents           33.3     33.3     35.0     35.0    136.6
                                 Can. cents         49.7     49.8     53.6     53.2    206.3
2001..........................   UK pence           24.4     26.1     25.4     27.0    102.9
                                 US cents           35.0     36.7     36.7     38.3    146.7
                                 Can. cents         53.7     56.0     58.5     61.0    229.2


----------

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

(b)  With  effect from  October 4, 1999 BP split (or  subdivided)  its  ordinary
     share capital.  As a result,  the number of BP ordinary  shares held at the
     close of business on Friday October 1, 1999,  doubled,  and holders of ADSs
     received a two-for-one stock split.  Comparative  figures for 1997 and 1998
     have been changed accordingly.

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

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

     A dividend  reinvestment  plan is,  however,  available for holders of ADSs
through JPMorgan Chase Bank (formerly known as Morgan Guaranty Trust Company).

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



                                       8


                                  RISK FACTORS

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

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

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

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

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

     Natural gas prices are subject to  regional  supply and demand.  Prices can
fluctuate significantly.

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

     The  marketing  of petroleum  and related  products,  especially  to retail
customers, can be affected by intense competition.

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

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

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




                                       9


                           FORWARD LOOKING STATEMENTS

     In order to utilize  the 'Safe  Harbor'  provisions  of the  United  States
Private Securities  Litigation Reform Act of 1995, BP is providing the following
cautionary statement. This document contains certain forward-looking  statements
with respect to the financial  condition,  results of operations and business of
BP and certain of the plans and  objectives  of BP with  respect to these items.
These  statements  may  generally,  but not always,  be identified by the use of
words such as 'will',  'expects',  'is expected to', 'may', 'should', 'is likely
to', 'intends',  'believes' or similar expressions.  In particular,  among other
statements,  (i) certain  statements in Item 4 -- Information on the Company and
Item 5 -- Operating and Financial Review and Prospects with regard to management
aims and objectives,  planned expansion,  investment or other projects, expected
or targeted  production  volume,  capacity or rate,  the date or period in which
production  is scheduled or expected to come on stream or a project or action is
scheduled  or  expected  to be  completed,  (ii)  the  statements  in  Item 4 --
Information on the Company -- Strategy and Financial Targets with respect to the
Group's ratio of net debt to net debt plus equity,  dividend policy,  the manner
in which we use cash  surpluses,  the target to reduce the cost structure of the
Group,  hydrocarbon  production growth,  targeted  performance  improvements and
effect  on pre-tax  results,  and  levels of  annual  investment,  and (iii) the
statements in Item 5 -- Operating and Financial  Review and Prospects  including
the statements under 'Outlook' with regard to trends in the trading environment,
oil and gas prices,  refining,  marketing and chemicals  margins,  inventory and
product inventory levels, supply capacity, profitability,  results of operation,
liquidity or  financial  position are all  forward-looking  in nature.  By their
nature,  forward-looking  statements  involve risk and uncertainty  because they
relate to events and depend on  circumstances  that will occur in the future and
are outside the control of BP. Actual results may differ  materially  from those
expressed in such statements,  depending on a variety of factors,  including the
specific factors identified in the discussions accompanying such forward-looking
statements;  future  levels of  industry  product  supply,  demand and  pricing;
political  stability  and  economic  growth  in  relevant  areas  of the  world;
development and use of new technology and successful partnering;  the actions of
competitors;  natural disasters and other changes to business  conditions;  wars
and acts of terrorism or sabotage; and other factors discussed elsewhere in this
report.  In addition to factors set forth elsewhere in this report,  the factors
set forth above are important factors,  although not exhaustive,  that may cause
actual results and  developments  to differ  materially  from those expressed or
implied by these forward-looking statements.

                    STATEMENTS REGARDING COMPETITIVE POSITION

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




                                       10

ITEM 4 -- INFORMATION ON THE COMPANY

                                     GENERAL

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

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

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

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

                             Tel: +44(0)20 7496 4000

                          Internet address: www.bp.com

Business Overview

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

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

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

     --   In Exploration and Production we have substantial  upstream  interests
          in the USA, with onshore natural gas  production,  oil and natural gas
          production in the Gulf of Mexico and oil production in Alaska;  the UK
          where we are the largest producer of both oil and natural gas; Norway,
          Canada, South America,  Africa, the Middle East and Asia. We also have
          significant midstream activities in support of these interests.

     --   In Gas and Power, which has been reported as a separate business since
          January 1, 2000, we have established and growing marketing and trading
          businesses in North America (USA and Canada),  the UK and Europe.  Our
          marketing  and trading  activities  include  natural gas, LNG, NGL and
          power. Our  international  gas monetization  activities are focused on
          growing gas markets  including the USA, Canada,  Spain and many of the
          emerging  markets of the Asia Pacific  region,  notably China.  We are
          involved in power projects in the USA, UK and Spain. Effective January
          1,  2001,  BP's North  American  NGL  business  was  transferred  from
          Refining  and  Marketing  to Gas and Power.  On  January 1, 2002,  the
          solar, renewables and alternative fuels activities were transferred to
          the Gas and Power business from Other Businesses and Corporate.




                                       11


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

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

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

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

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

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

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

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

     Following  completion  of the merger  between BP and Amoco on December  31,
1998 and in the context of low oil prices at the time,  BP undertook a strategic
and portfolio review in early 1999. This was completed in the Spring of 1999 and
resulted,  among  other  things,  in  the  development  of an  asset  divestment
programme.  The guiding  principle of the strategic and portfolio  review was to
concentrate  the combined  Group's  operations on areas of competitive  strength
and, in the upstream portfolio, to dispose of assets which would not be robustly
economic on the basis of conservative  assumptions  about future oil and natural
gas  prices.  Divestitures  under  this  programme  continued  in 2000,  and the
programme was completed in 2001.



                                       12

Strategy and Financial Targets

     In Exploration and Production our goal is to have significant shares of the
larger  oil  and  natural  gas  fields  where  our  supply  costs  can be  fully
competitive with all other producers. The Gas and Power business is specifically
designed to extend our interests as the mix of world energy  consumption  shifts
in favour of natural  gas.  In  Refining  and  Marketing  we intend to invest in
geographic  markets  which  are  growing  and in  convenience  retailing,  while
focusing our refining on advantaged  areas.  In Chemicals we focus on excellence
in manufacturing  and close links to both the supply of resources and actual and
potential demand growth.

     As part of this  strategy we developed a financial  framework to maintain a
ratio of net debt to net debt plus equity,  after adjusting equity for the fixed
asset  revaluation  adjustment and goodwill  consequent upon the ARCO and Burmah
Castrol  acquisitions,  of around  20-30% and a dividend  policy with the aim of
returning  to  shareholders  around 50% of our  replacement  cost profit  before
exceptional  items  and  after  adjusting  for  special  items  and  acquisition
amortization,  adjusted to mid-cycle  operating  conditions.  Special  items are
non-recurring  charges and credits that are not classified as exceptional  items
under UK GAAP.  Acquisition  amortization refers to depreciation relating to the
fixed asset revaluation  adjustment and amortization of goodwill consequent upon
the ARCO and Burmah Castrol acquisitions. Mid-cycle 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. If circumstances give us a larger surplus of cash than is required to fund
our capital programme and meet operational needs, the surplus may be used to pay
down debt to a level at the lower end of our gearing range and/or be returned to
shareholders.

     In January  2002 BP adopted a new UK  Financial  Reporting  Standard No. 19
'Deferred Tax' (FRS 19). This standard requires deferred tax to be accounted for
on a full rather than a partial  provision basis.  Prior years will be restated.
The new standard  will  increase the  effective  tax rate and reduce  profit and
shareholders'  interest.  For example,  if this new standard had been applied to
the reported  results for 2001, the tax charge for the year would have increased
by $1,358 million to $6,375  million,  and at December 31, 2001 there would have
been a reduction of $9,050 million in  shareholders'  interest.  It will have no
effect  on cash  flow.  In order  to  maintain  the  substance  of the  existing
financial  framework,  we are restating BP's target band of net debt to net debt
plus equity,  after adjusting equity for the fixed asset revaluation  adjustment
and goodwill  consequent  upon the ARCO and Burmah  Castrol  acquisitions,  from
around 20-30% to around 25-35% and our target  dividend payout ratio from around
50% to around 60% of our replacement  cost profit before  exceptional  items and
after  adjusting for special  items and  acquisition  amortization,  adjusted to
mid-cycle operating conditions.

     Following completion of the ARCO and Burmah Castrol acquisitions in 2000 we
announced  our  2001  targets  which  reflected  the  enlarged  Group.  Our cost
reduction target was to reduce the combined cost structure of the enlarged Group
by $5.8 billion by the end of 2001.  Cost reductions also included the effect of
disposals on cash costs and lower exploration write-offs.  Certain cash costs in
2000 and 2001 were  adjusted  to reflect  cost levels  which we would  expect on
average over the long term.  Total cost  reductions  achieved by the end of 2001
were $6.1 billion.

     In February  2001,  we  announced  further  specific  targets for 2001.  We
targeted underlying  performance  improvements,  which include cost savings and
volume growth,  aiming to increase  pre-tax  results under  mid-cycle  operating
conditions,  adjusted for  acquisition  amortization  and special items, by $2.0
billion  in  2001;  growth  in  hydrocarbon   production  of  5.5%;  and  annual
investment,  excluding acquisitions,  in the $12-13 billion range. This level of
expenditure  was  intended  to  permit  growth  investment  in  Exploration  and
Production to enable the business to achieve targeted  production growth of 5.5%
each year in the medium  term.  This amount of  investment  is  consistent  with
historic levels for the enlarged Group.

     We  achieved  underlying  performance  improvements  of  $2.0  billion  and
production growth of 5.5% in 2001. Investment,  excluding acquisitions,  in 2001
was $13.2 billion and total investment was $14.1 billion.

     We achieved  the original  1999-2001  target of $10 billion  proceeds  from
disposals  by end-2001.  This  excluded the  FTC-mandated  divestment  of ARCO's
Alaskan interests and certain other assets.

     In February  2002,  we  confirmed  that our targets  going  forward  remain
unchanged.  Specifically,  we  aim to  achieve  pre-tax  underlying  performance
improvements, under mid-cycle operating conditions, of $1.4 billion through cost
savings and volume growth in 2002 and annual  hydrocarbon  production  growth of
5.5% in the medium term.  We continue to plan for annual  investment,  excluding
acquisitions, in the $12-13 billion range.

     The  targets  disclosed  above  for 2002 and  beyond  are  forward  looking
statements and as such are subject to numerous risks and uncertainties which may
cause  actual  results to differ as  described  under Item 3 -- Risk Factors and
Item 3 -- Forward Looking Statements.

                                       13


Financial and Operating Information

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




                                                           Years ended December 31,
                                               -----------------------------------------------
                                                2001      2000       1999      1998       1997
                                               -----     -----      -----     -----      -----
                                                             ($ million)

                                                                           
Turnover...............................      175,389   161,826    101,180    83,732    108,564
Less: joint ventures...................        1,171    13,764     17,614    15,428     16,804
                                             -------   -------    -------   -------    -------
Group turnover (sales to third parties)      174,218   148,062     83,566    68,304     91,760
Total replacement cost operating profit       16,135    17,756      8,894     6,521     10,683
Profit for the year*...................        8,010    11,870      5,008     3,220      5,673
Capital expenditure and acquisitions...       14,124    47,613(a)   7,345(b) 10,362     11,420
Total assets...........................      141,158   143,938     89,561    84,915     86,279


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

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

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

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

       Information for 2001, 2000 and 1999 concerning the profits and assets
attributable to the businesses and to the geographical areas in which the Group
operates is set forth in Item 18 -- Financial Statements -- Note 44.

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



                                                           Years ended December 31,
                                               -----------------------------------------------
                                                2001      2000       1999      1998       1997
                                               -----     -----      -----     -----      -----
                                                                           
Total crude oil production
 (thousand barrels per day) (a)..........      1,931     1,928      2,061     2,049      1,930
Total natural gas production (million
 cubic feet per day) (a).................      8,632     7,609      6,067     5,808      5,858
Total estimated net proved crude oil
 reserves (million barrels) (b)..........      7,217     6,508      6,535     7,304      7,612
Total estimated net proved natural gas
 reserves (billion cubic feet) (b).......     42,959    41,100     33,802    31,001     30,374


----------

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

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

     During  2001,  2,164  million  barrels of oil and  natural  gas,  on an oil
equivalent*  basis  (mmboe), were  added  to BP's  proved  reserves  (excluding
purchases,  sales and equity-accounted  entities),  replacing 191% of the volume
produced.  After allowing for  production,  which amounted to 1,133 mmboe,  BP's
proved  reserves  increased to 14,624  mmboe.  These proved  reserves are mainly
located in the USA (42%), Trinidad and Tobago (16%) and the UK (14%).

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



                                       14

Recent developments

     With effect from February 1, 2002, BP acquired a majority stake in Veba Oil
from E.ON. Veba Oil owns Aral,  Germany's  biggest fuels retailer.  BP paid E.ON
$1.63  billion in cash and assumed some $0.85  billion of debt in return for 51%
and operational  control of Veba Oil.  Additionally,  E.ON can require BP to buy
the remaining 49% of Veba Oil for $2.40 billion in cash from April 1, 2002 under
the terms of an agreement between the two companies announced in July 2001.

     That agreement  envisaged part of the payment for Veba Oil being met by the
sale to E.ON of BP's wholly-owned  subsidiary,  Gelsenberg,  which holds a 25.5%
stake in Germany's largest natural gas distributor,  Ruhrgas. Although that sale
was  prohibited  by  Germany's  Federal  Cartel  Office,  the  decision is being
appealed  to the  German  Economics  Ministry,  which  is  expected  to  rule in
mid-2002.  If  the  German  Economics  Ministry  were  to  approve  the  Ruhrgas
transaction,  BP would  sell its  Ruhrgas  stake  to E.ON  for an  agreed  $2.10
billion.

     As a condition of regulatory approval of the deal BP is required to dispose
of 4% of the combined  26.5% retail market share of BP and Aral in Germany,  45%
of its stake in the Bayernoil  refinery,  two of its three  shareholdings in the
ARG  ethylene  pipeline,  and to make it  possible  for a new  entrant to supply
aviation fuel on competitive terms at Frankfurt airport.

     Separately BP and E.ON announced  that they had agreed,  subject to various
regulatory and other  consents,  to sell Veba's oil and natural gas  exploration
and production  business to  Petro-Canada  for $2.00 billion.  From this sale BP
would receive $1.65 billion and E.ON the balance.




                                       15

                              SEGMENTAL INFORMATION

     The following  tables show turnover and replacement cost profit by business
and by geographical area, for the years ended December 31, 2001, 2000, and 1999.



                                                                      Years ended December 31,
                                  -------------------------------------------------------------------------------------------
Turnover (a)                                     2001                           2000 (b)                       1999 (b)
                                  -----------------------------   -----------------------------  ----------------------------

                                                Sales  Sales to                Sales  Sales to                Sales  Sales to
                                   Total      between     third   Total      between     third   Total      between     third
                                   sales   businesses   parties   sales   businesses   parties   sales   businesses   parties
                                   -----   ----------  --------   -----   ----------  --------   -----   ----------  --------
                                                                                             
                                                                          ($ million)
By business
Exploration and Production......  28,229       19,660     8,569  30,942       16,787    14,155  19,133       10,063     9,070
Gas and Power...................  39,208        2,954    36,254  21,013          346    20,667   8,073          444     7,629
Refining and Marketing.......... 120,233        2,903   117,330 107,883        5,923   101,960  60,143        2,524    57,619
Chemicals.......................  11,515          233    11,282  11,247          216    11,031   9,392          342     9,050
Other businesses and corporate..     783           --       783     249           --       249     198           --       198
                                  ------       ------    ------  ------       ------    ------  ------       ------    ------
Group turnover.................. 199,968       25,750   174,218 171,334       23,272   148,062  96,939       13,373    83,566
                                 =======      =======           =======      =======           =======      =======
Share of joint venture sales....                          1,171                         13,764                         17,614
                                                         ------                         ------                         ------
                                                        175,389                        161,826                        101,180
                                                        =======                        =======                        =======




                                                Sales  Sales to                Sales  Sales to                Sales  Sales to
                                   Total      between     third   Total      between     third   Total      between     third
                                   sales        areas   parties   sales        areas   parties   sales        areas   parties
                                   -----   ----------  --------   -----   ----------  --------   -----   ----------  --------
                                                                                             
                                                                          ($ million)
By geographical area
UK (c).......................     47,618       13,467    34,151  45,400       10,970    34,430  30,223        4,406    25,817
Rest of Europe...............     36,701        7,603    29,098  20,553        1,911    18,642   5,973          641     5,332
USA..........................     84,696          939    83,757  71,084          829    70,255  38,786        1,381    37,405
Rest of World................     33,911        6,699    27,212  31,014        6,279    24,735  19,465        4,453    15,012
                                  ------       ------    ------  ------       ------    ------  ------       ------    ------
                                 202,926       28,708   174,218 168,051       19,989   148,062  94,447       10,881    83,566
                                 =======      =======   ======= =======      =======   ======= =======      =======    ======
Share of joint venture sales
UK...........................                                13                          3,314                          3,988
Rest of Europe...............                                30                         12,316                         16,114
USA..........................                               318                            270                            155
Rest of World................                               810                            686                            342
                                                         ------                         ------                         ------
                                                          1,171                         16,586                         20,599
Sales between areas                                          --                          2,822                          2,985
                                                         ------                         ------                         ------
                                                          1,171                         13,764                         17,614
                                                        =======                        =======                        =======


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

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

(b)  1999 and 2000  have  been  restated  to  reflect  the  transfer  of the NGL
     business in North America from Refining and Marketing to Gas and Power.

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


                                       16




                                            Group                                       Total                 Replacement
                                      replacement                                 replacement                 cost profit
                                             cost                                        cost                      before
                                        operating           Joint       Associated  operating  Exceptional       interest
Analysis of replacement cost profit        profit(a)     ventures     undertakings     profit(a)     items(b)     and tax
                                      -----------        --------     ------------ ----------  -----------     ----------
                                                                                                
                                                                       ($ million)
Year ended December 31, 2001
By business
Exploration and Production..........       11,858            373               186     12,417          195         12,612
Gas and Power.......................          337             --               184        521           (1)           520
Refining and Marketing..............        3,347             83               195      3,625          471          4,096
Chemicals...........................           21            (13)              120        128         (297)          (169)
Other businesses and corporate......         (631)            --                75       (556)         167           (389)
                                           ------         ------            ------     ------       ------         ------
                                           14,932            443               760     16,135          535         16,670
                                           ======         ======            ======     ======       ======         ======
By geographical area
UK (c)..............................        2,657             (3)               14      2,668         (319)         2,349
Rest of Europe......................        1,579             (1)              236      1,814           33          1,847
USA.................................        6,740             76               233      7,049          289          7,338
Rest of World.......................        3,956            371               277      4,604          532          5,136
                                           ------         ------            ------     ------       ------         ------
                                           14,932            443               760     16,135          535         16,670
                                           ======         ======            ======     ======       ======         ======
Year ended December 31, 2000 (d)
By business
Exploration and Production..........       13,399            384               229     14,012          119         14,131
Gas and Power.......................          409             --               162        571            1            572
Refining and Marketing..............        2,924            433               166      3,523           98          3,621
Chemicals...........................          576             (9)              193        760         (212)           548
Other businesses and corporate......       (1,152)            --                42     (1,110)         214           (896)
                                           ------         ------            ------     ------       ------         ------
                                           16,156            808               792     17,756          220         17,976
                                           ======         ======            ======     ======       ======         ======
By geographical area
UK (c)..............................        3,629            106                38      3,773           12          3,785
Rest of Europe......................        1,488            264               261      2,013          (19)         1,994
USA.................................        7,006             44               246      7,296          459          7,755
Rest of World.......................        4,033            394               247      4,674         (232)         4,442
                                           ------         ------            ------     ------       ------         ------
                                           16,156            808               792     17,756          220         17,976
                                           ======         ======            ======     ======       ======         ======
Year ended December 31, 1999 (d)
By business
Exploration and Production..........        6,686            175               122      6,983       (1,111)         5,872
Gas and Power.......................          258             --               179        437           (1)           436
Refining and Marketing..............        1,111            380               123      1,614         (319)         1,295
Chemicals...........................          561             --               125        686         (257)           429
Other businesses and corporate......         (880)            --                54       (826)        (592)        (1,418)
                                           ------         ------            ------     ------       ------         ------
                                            7,736            555               603      8,894       (2,280)         6,614
                                           ======         ======            ======     ======       ======         ======
By geographical area
UK (c)..............................        2,063             (1)               49      2,111         (237)         1,874
Rest of Europe......................          548            381               238      1,167         (258)           909
USA.................................        2,803             13               185      3,001         (983)         2,018
Rest of World.......................        2,322            162               131      2,615         (802)         1,813
                                           ------         ------            ------     ------       ------         ------
                                            7,736            555               603      8,894       (2,280)         6,614
                                           ======         ======            ======     ======       ======         ======

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

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

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

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

(d)  1999 and 2000  have  been  restated  to  reflect  the  transfer  of the NGL
     business in North America from Refining and Marketing to Gas and Power.



                                       17


                           EXPLORATION AND PRODUCTION

     The  activities of our  Exploration  and Production  business  include oil,
natural gas  exploration  and field  development  and  production - the upstream
activities - as well as the  management of crude oil and natural gas  pipelines,
processing  and export  terminals  and  liquefied  natural gas (LNG)  processing
facilities  - the  midstream  activities.  We have  Exploration  and  Production
interests  in 28  countries.  Areas of  activity  include the USA,  UK,  Norway,
Canada, South America, Africa, the Middle East, and Asia. Production during 2001
came from 23 countries.  Our most significant  midstream activities are in three
major  pipelines - the Trans  Alaska  Pipeline  System (BP  46.9%),  the Forties
Pipeline System (BP 100%) and the Central Area Transmission  System pipeline (BP
29.5%) both in the UK sector of the North Sea - and three major LNG plants - the
Atlantic LNG plant in Trinidad (BP 34%), in Indonesia  through the joint venture
operating  company  Virginia  Indonesia  Co.  (VICO)  (BP 50%) and in  Australia
through our share of LNG from the North West Shelf natural gas  development  (BP
16.7%).



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                2001      2000       1999
                                                               -----     -----      -----
                                                                        ($ million)

                                                                          
Turnover (a).............................................     28,229    30,942     19,133
Total replacement cost operating profit..................     12,417    14,012      6,983
Total assets.............................................     69,572    65,904     44,967
Capital expenditure and acquisitions.....................      8,861     6,383      4,194
                                                                      ($ per barrel)
Average BP oil realizations..............................      22.50     26.63      16.74
Average West Texas Intermediate oil price................      25.89     30.38      19.33
Average Brent oil price..................................      24.44     28.44      17.94
                                                               ($ per thousand cubic feet)
Average BP natural gas realizations......................       3.30      2.91       1.92
Average BP US natural gas realizations...................       3.99      3.72       2.06
Average Henry Hub gas price (b)..........................       4.26      3.90       2.27


----------

(a)  Excludes BP's share of joint venture turnover of $666 million in 2001, $585
     million in 2000, and $497 million in 1999.

(b)  Henry Hub First of Month Index.

Strategy and Overview

     Our strategy remains unchanged,  targeting profitable  production growth of
5.5% per  year,  underpinned  by the  following  strategic  elements:  to have a
leading  position  in high  quality  basins  around the world;  to be a low-cost
supplier of oil, competitive with OPEC producers;  and to supply low-cost gas to
markets. Evidence of 2001 delivery included capturing the remaining $500 million
of $3.1  billion of synergy cost savings from the merger of BP and Amoco and the
acquisition of ARCO, and achieving our production  growth target of 5.5%. In the
future, we intend that our strategy will continue to be underpinned by three key
areas of focus:  sustaining  and  maximizing  the  value of our base  portfolio,
exploring  for and  developing  resources in existing and emerging  basins,  and
upgrading the quality of our portfolio.

     The first element  underpinning our Exploration and Production  strategy is
to maximize the value of our base portfolio by optimising production volumes and
driving efficiencies.  We seek opportunities that are sustainable in the context
of fluctuating oil and natural gas prices.

     We optimise  production  volumes  through  decline  management and enhanced
recovery   technologies  to  mitigate  volume  decline  and  increase   ultimate
recoveries in mature fields. For example, during 2001:

     --   We  made  extensive  use  of  time-lapse  3-D  seismic  technology  to
          transform our in-field drilling programme.  21 operated fields are now
          covered  worldwide.   In  the  North  Sea,  our  increased   reservoir
          understanding  led to additional  production of 15 mboe/d  compared to
          2000 and should enable access to additional reserves in the region.




                                       18


     --   We continued to advance the technology  associated with  multi-lateral
          wells and  achieved  an industry  first on the Harding  field with the
          installation of sand control screens in such a well.

     --   We successfully  used the world's first  commercial  expandable  liner
          hanger in a producing well in the US Lower 48 States.  This technology
          should reduce  drilling times and  potentially  reduce safety risks on
          deep wells.

     --   We advanced the use of cost  efficient  Coil Tubing  Drilling to drill
          multi-lateral   wells,   creating  more   economical   access  to  the
          development of Alaska's viscous oil.

     --   We  developed  a  technique  in the North Sea that  helps to  identify
          bottlenecks or constraints  throughout the production  system.  During
          2001  we  began  deploying  this  technique  throughout  our  upstream
          business.   For  example,  in  Azerbaijan  we  increased  operating
          efficiency by 2%.

     Since 1998, our unit  production  costs (often  referred to as unit lifting
costs) have decreased by 16%. We have driven operating efficiencies by:

     --   Leveraging   the  economies  of  scale   achieved   through   business
          combinations and acquisitions.

     --   Benchmarking,  internally and  externally,  and sharing best practices
          across the business units.

     --   Working with key suppliers, contractors and partners.

     The second element  underpinning our strategy is to explore for and develop
resources  in  emerging  basins,  as well as in  existing  basins on a selective
basis,  to provide  growth for the  future.  We do this  through  focused  large
projects  and  selective  development  of  smaller  satellite  projects  to take
advantage of existing infrastructure.

     --   We are  the  largest  leaseholder  in the  Gulf  of  Mexico  and  have
          interests in nine of the ten largest Gulf of Mexico  developments  (BP
          operates six). Our deepwater  position in conjunction  with integrated
          development  programmes  should allow  delivery of both  near-term and
          long-term  production  growth.  In 2001, we announced the discovery at
          Blind  Faith  (BP  77.5%  and  operator)  and saw the  start up of the
          BP operated  Nile Field (in addition to the non-BP  operated  Mica and
          Crosby Fields).  We also approved  investment capital for three of the
          four newest BP operated major field developments and began fabrication
          activities.  In 2002 we expect to begin  production from King,  King's
          Peak,  Princess  (Phase I) and Horn  Mountain  fields.  During 2003 to
          2006,  we expect to begin  production at our NaKika,  Princess  (Phase
          II), Thunder Horse (formerly known as Crazy Horse),  Holstein, Mad Dog
          and Atlantis  fields.  Production from these fields should  contribute
          substantially to our growth.

     --   In Angola, we were involved in four new oil discoveries as well as the
          Girassol  project which went into production in December 2001. We also
          sanctioned the Kizomba A and Jasmim developments.

     --   In Trinidad,  we approved construction of the world's largest methanol
          plant  and  commenced  expansion  of  the  existing  LNG  plant  by an
          additional  two  trains.   Trains  are  facilities  for   compressing,
          liquefying,  storing and offloading natural gas. BP will supply 50% of
          the  natural  gas for the  second  train and 75% for the third  train,
          which we expect to come onstream in 2002 and 2003 respectively.

     --   In Vietnam,  we announced the construction of the $1.3-billion Nam Con
          Son offshore  natural gas project.  The project is expected to develop
          significant offshore natural gas for use by three generating plants to
          provide electricity to Vietnam.

     The third  element  underpinning  our strategy is to upgrade the quality of
our asset portfolio by focusing  investments in core areas (where we have either
critical mass and/or significant competitive position), selectively investing in
growth,  and disposing of non-strategic  assets.  We have a rigorous process for
evaluating the economic merit and strategic fit of investment opportunities. For
example, prior to sanctioning,  we test new projects in an effort to ensure that
they achieve a return in excess of the cost of capital at bottom of cycle prices
(that is $11 Brent).

     In support of continued growth, 2001 capital  expenditure,  at $8.9 billion
(including $0.3 billion of  acquisitions),  was $2.5 billion higher than in 2000
($6.4 billion).




                                       19


      Examples of our investment and divestment activity include:

     --   In June 2001,  we  entered  into an  agreement  to dispose of our 9.5%
          stake in the Kashagan discovery in Kazakhstan,  after determining that
          it did not enhance our competitive position.

     --   We  acquired  a further  9.7%  stake in the  Tangguh  LNG  project  in
          Indonesia.  This  acquisition  increased our share of Tangguh to about
          50%. Tangguh is expected to be a long-term  competitive  supply source
          helping to meet rising demand in the region.

     --   In December  2001, we announced that the assets of  Chernogorneft  had
          been returned to Sidanco (BP 11.2%).  This completes the restructuring
          of Sidanco  with its debt  substantially  repaid and  non-core  assets
          disposed of.

     --   In January 2002, we acquired Statoil's interest in the Nam Con Son gas
          project.  This  acquisition  increased our interest in Block 06.1 from
          26.6% to 35%. Our interest in Block 05.2 increased from 35% to 100%.

Upstream Activities

Exploration

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

     Our exploration and appraisal costs in 2001 were $1,102 million compared to
$1,295 million in 2000. About 65% of 2001 exploration and appraisal  capital was
directed towards appraisal activity as we delineated the significant discoveries
made  during 1999 and 2000.  In 2001,  we  participated  in 120 gross (48.4 net)
exploration and appraisal wells in 21 countries. The principal areas of activity
were Angola, Australia, Canada, Egypt, Norway, Trinidad, UK and the USA.

     In 2001,  we  obtained  upstream  rights in several  new  tracts  which are
expected  to provide a  foundation  for  continued  exploration  success.  These
include the following:

     --   In Egypt,  we acquired a 16.67%  interest in the West Med Block in the
          Nile delta.  We also increased our working  interest in the Nile Delta
          North Alex concession from 50% to 60%.

     --   In the US Central  Gulf of Mexico  Lease Sale 178,  we  achieved a 74%
          success rate. We were  successful in obtaining 6 new deepwater  blocks
          including the primary block in a highly competitive prospect.  Four of
          these  deepwater  blocks  were  near  existing  discoveries.  We  also
          achieved an 88% success rate in the Gulf of Mexico Shelf 178 licensing
          round.  In addition,  we submitted  and won bids for two blocks on the
          Shelf in the Western Gulf of Mexico 180 Lease Sale.

     --   In the UK, we were awarded operatorship and 66.67% working interest in
          North Sea  Block  204/18,  the only  block on which we bid in the UKCS
          19th Licensing Round.

     In 2001, we were involved in discoveries in Angola,  Argentina,  Australia,
Egypt,  Pakistan,  Trinidad,  and the USA. In most cases,  reserve bookings from
these  fields  will depend on the results of ongoing  technical  and  commercial
evaluations,  including  appraisal drilling.  Our 2001 discoveries  included the
following:

     --   In the  deepwater  US Gulf of Mexico we  announced a new  discovery at
          Blind Faith (BP 77.5%),  which is  approximately 20 miles northeast of
          the Thunder Horse development, discovered in 1999.

     --   Also in the  deepwater  US Gulf of  Mexico,  we  announced  the  Aspen
          discovery  (BP 80% and  operator).  In early 2002,  we announced  that
          Aspen  would  be 'fast  tracked'  to  production  and we  reduced  our
          interest to 40%.

     --   In Trinidad,  we made another significant natural gas discovery in the
          Cashima well (BP 100%).

     --   In Angola,  we were involved in three new oil discoveries:  Violeta in
          Block 17 (BP 16.7%), and Mavacola and Vicango in Block 15 (BP 26.7%).




                                       20


     --   In Australia,  we  participated in the Io natural gas discovery on the
          Northwest Shelf (BP 13%).

     --   In Egypt's Nile Delta we made two natural gas discoveries,  Fayoum (BP
          60% and operator) and Libra (BP 60% and operator).

     --   In  Argentina,  our  joint  venture,  Pan  American  Energy  (BP 60%),
          established Tres Picos as a major natural gas discovery (BP 60%).

Reserves and Production

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

     Details of our net proved  reserves of crude oil,  condensate,  natural gas
liquids and  natural  gas at December  31,  2001,  2000,  and 1999 and  reserves
changes for each of the three years then ended are set out in the  Supplementary
Oil  and  Gas  Information  section  in Item  18 --  Financial  Statements.

     Total hydrocarbon proved reserves, on an oil equivalent basis and excluding
equity-accounted  entities,  comprised  14,624 million barrels of oil equivalent
(mmboe) at  December  31,  2001,  an increase of 8% versus  December  31,  2000.
Natural gas represents about 51% of these reserves.  Reserve replacement through
extensions, discoveries, revisions and improved recovery exceeded production for
the eighth consecutive year with a ratio of 191%.

     In  2001,  total  additions  to  the  Group's  proved  reserves  (excluding
purchases  and sales and  equity-accounted  entities)  amounted to 2,164  mmboe,
mostly through  extensions to existing fields and discoveries of new fields. The
principal  reserve  additions were in Algeria,  Angola,  Azerbaijan,  US Gulf of
Mexico, UK and Trinidad,  following  development  approval of the rest of the In
Salah project, together with Kizomba A,  Azeri-Chirag-Gunashli  Phase 1, Thunder
Horse and Clair fields and the sanctioning of the Atlas Methanol plant.

     Our total  hydrocarbon  production  (including  equity-accounted  entities)
during 2001 averaged 3,419 thousand  barrels of oil equivalent per day (mboe/d),
an increase of 179 mboe/d, or 5.5% compared with 2000, as production declines in
mature  fields were more than offset by  production  start-ups  and build-ups to
full production. About 40% of our production was in the USA and 23% in the UK.





                                       21


     The  following  tables  show BP's  production  by major field for the three
years 1999 to 2001,  and BP's  aggregate  estimated  net proved  reserves  as at
December 31, 2001:

Crude oil (a)


                                                                               Net production
                                                                            --------------------
Production                        Field or Area         Interest             2001   2000    1999
                                  -------------         --------            -----  -----   -----
                                                              (%)        (thousand barrels per day)
                                                                             
Alaska (b)                        Prudhoe Bay*              26.3              123    146     202
                                  Kuparuk                   39.2               76     81      90
                                  Milne Point*             100.0               45     40      42
                                  Endicott*                 67.9               19     21      25
                                  Point McIntyre            32.2               10     16      25
                                  Other                  Various               15     10      21
                                                                           ------ ------  ------
Total Alaska                                                                  288    314     405
                                                                           ------ ------  ------
Lower 48 States onshore           Altura(b)              Various               --     36     127
                                  Other                  Various              213    182     133
                                                                           ------ ------  ------
Total Lower 48 States onshore                                                 213    218     260
                                                                           ------ ------  ------
Gulf of Mexico (b)                Mars                      28.5               42     38      36
                                  Troika                    33.3               25     28      30
                                  Pompano*                  75.0               21     26      29
                                  Other                  Various              155    105      44
                                                                           ------ ------  ------
Total Gulf of Mexico                                                          243    197     139
                                                                           ------ ------  ------
Total USA                                                                     744    729     804
                                                                           ------ ------  ------

UK offshore (b)                   ETAP+                  Various               80     85      80
                                  Foinaven*                 72.0               60     64      56
                                  Forties*                  96.1               51     53      66
                                  Harding*                  70.0               42     57      58
                                  Schiehallion/Loyal*    Various               40     44      36
                                  Magnus*                   85.0               37     47      48
                                  Andrew*                   62.8               25     33      43
                                  Miller*                   40.0               15     22      30
                                  Other                  Various               99     89     123
                                                                           ------ ------  ------
Total UK offshore                                                             449    494     540
Onshore                           Wytch Farm*               50.5               36     40      40
                                                                           ------ ------  ------
Total UK                                                                      485    534     580
                                                                           ------ ------  ------
Norway                            Draugen                   18.4               40     38      37
                                  Valhall*                  28.1               22     23      27
                                  Ula*                      80.0               18     16      20
                                  Gyda*                     56.0               12     12      14
Netherlands and other Norway      Various                Various                8      1       2
                                                                           ------ ------  ------
Total Rest of Europe                                                          100     90     100
                                                                           ------ ------  ------

----------
*    BP operated.
+    BP operates the majority of the fields in this area.



                                       22



                                                                               Net production
                                                                            --------------------
Production                        Field or Area          Interest            2001   2000    1999
                                  -------------          --------           -----  -----   -----
                                                               (%)       (thousand barrels per day)
                                                                             
Australia                         Various                    16.7              40     37      23
Azerbaijan                        Azeri-Chirag-Gunashli*     34.1              35     30      32
Canada (b)                        Various                 Various              18     19      56
Colombia                          Cusiana/Cupiagua*          19.0              48     52      66
Egypt                             October                    30.4              22     30      35
                                  Other                   Various              69     78      95
Trinidad                          Various                   100.0              48     47      49
Venezuela                         Various                 Various              54     46      30
Other (b)                         Various                 Various              60     51      21
                                                                           ------ ------  ------
Total Rest of World                                                           394    390     407
                                                                           ------ ------  ------
Total Group                                                                 1,723  1,743   1,891
                                                                           ====== ======  ======

Equity-accounted entities
Abu Dhabi (d)                     Various                 Various             126    127     113
Argentina                         Various                 Various              50     40      41
Other                             Various                 Various              32     18      16
                                                                           ------ ------  ------
Total equity-accounted entities                                               208    185     170
                                                                           ------ ------  ------
Total Group and BP share
of equity-accounted entities (e)                                            1,931  1,928   2,061
                                                                           ====== ======  ======

----------
*    BP operated.
+    BP operates the majority of the fields in this area.





                                                       December 31, 2001
                                   ------------------------------------------------------
                                              Rest of                 Rest of
Estimated net proved reserves (a)      UK      Europe         USA       World       Total
                                   ------      ------      ------      ------      ------
                                                    (millions of barrels)
                                                                     
Subsidiary undertakings
Developed................           1,008         269       2,195         836       4,308
Undeveloped..............             317         112       1,394       1,086       2,909
                                   ------      ------      ------      ------      ------
                                    1,325         381       3,589       1,922       7,217
                                   ======      ======      ======      ======      ------
Equity-accounted entities                                                           1,159
                                                                                   ------
Total Group and BP share
of equity-accounted entities                                                        8,376
                                                                                   ======





                                       23


Natural gas (a)(c)


                                                                               Net production
                                                                            --------------------
Production                        Field or Area         Interest             2001   2000    1999
                                  -------------         --------            -----  -----   -----
                                                              (%)       (million cubic feet per day)
                                                                             
Lower 48 States onshore (b)       San Juan Coal*         Various              615    563     427
                                  Arkoma+                Various              219     94     111
                                  San Juan Conventional+ Various              217    185     129
                                  Tuscaloosa+            Various              187    171     175
                                  Hugoton+               Various              180    170     162
                                  Jonah*                    79.1              109     77      57
                                  Wamsutter*                70.5              100    100      92
                                  Whitney Canyon+        Various               50     47      52
                                  Anschutz Ranch East*   Various               45     55      67
                                  Moxa Arch*                41.0               43     52      77
                                  Altura                 Various               --     34     118
                                  Other                  Various              595    613     227
                                                                           ------ ------  ------
Total Lower 48 States onshore                                               2,360  2,161   1,694
Alaska                            Various                Various               11      9      10
Gulf of Mexico (b)                Marlin*                  100.0               79      3      --
                                  Matagorda Island 623*     44.0               76     78      99
                                  Ram Powell (VK 912)       31.0               58     60      72
                                  Matagorda Island 519*     82.0               40     56      39
                                  Other                  Various              930    687     361
                                                                           ------ ------  ------
Total USA                                                                   3,554  3,054   2,275
                                                                           ------ ------  ------
UK offshore (b)                   Bruce*                    37.0              256    201     175
                                  Marnock*                  62.0              125    148      79
                                  Braes                  Various              100     99      76
                                  West Sole*               100.0               81     89      97
                                  Armada                    18.2               71     75      77
                                  Amethyst*                 59.5               68     56      42
                                  Ravenspurn South*        100.0               66     77      87
                                  Britannia                  9.0               65     41      --
                                  East Leman*               48.4               59     58      42
                                  Viking Complex            50.0               54     81     107
                                  Vulcan                    50.0               33     44      26
                                  Other                  Various              730    678     487
Onshore                           Various                Various                5      5       6
                                                                           ------ ------  ------
Total UK                                                                    1,713  1,652   1,301
                                                                           ------ ------  ------
Netherlands                       P/18-2*                   48.7               47     52      63
                                  Other                  Various               52     43      48
Norway                            Various                Various               48     41      53
                                                                           ------ ------  ------
Total Rest of Europe                                                          147    136     164
                                                                           ------ ------  ------

----------
*    BP operated.
+    BP operates the majority of the fields in this area.



                                       24



                                                                               Net production
                                                                            --------------------
Production                        Field or Area         Interest             2001   2000    1999
                                  -------------         --------            -----  -----   -----
                                                              (%)       (million cubic feet per day)
                                                                             
Rest of World
Australia                         Various                   16.7              237    205     215
Canada (b)                        Kirby*                    71.9               72     69     132
                                  Brazeau River Gas*        70.0               71     63      41
                                  Ricinus*                  70.0               61     52      54
                                  Marten Hills*             96.0               45     47      56
                                  Leismer*                  54.2               28     32      64
                                  Other                  Various              307    319     342
China                             Yacheng*                  34.0              108     77      --
Indonesia                         Pagerungan*              100.0              242    199     103
                                  Sanga-Sanga               26.3              164    120      --
                                  Other*                    46.0               95     54      --
Sharjah                           Sajaa*                    40.0              125    145     168
                                  Other                  Various               35     39      38
Trinidad                          Mahogany*                100.0              529    530     367
                                  Amherstia*               100.0              244     17      --
                                  Immortelle*              100.0              128    232     207
                                  Flamboyant*              100.0               52     69      92
                                  Other*                   100.0               58     37     115
Other (b)                         Various                Various              272    198      69
                                                                           ------ ------  ------
Total Rest of World                                                         2,873  2,504   2,063
                                                                           ------ ------  ------
Total Group                                                                 8,287  7,346   5,803
                                                                           ====== ======  ======
Equity-accounted entities
Argentina                         Various                Various              236    187     145
Other                             Various                Various              109     76     119
                                                                           ------ ------  ------
Total equity-accounted entities                                               345    263     264
                                                                           ------ ------  ------
Total Group and BP share
 of equity-accounted entities                                               8,632  7,609   6,067
                                                                           ====== ======  ======

----------
*    BP operated.
+    BP operates the majority of the fields in this area.




                                                       December 31, 2001
                                   ------------------------------------------------------
                                              Rest of                 Rest of
Estimated net proved reserves (a)      UK      Europe         USA       World       Total
                                   ------      ------      ------      ------      ------
                                                   (billions of cubic feet)
                                                                     
Subsidiary undertakings
Developed.................          3,212         265      12,232       8,040      23,749
Undeveloped...............          1,160          43       2,535      15,472      19,210
                                   ------      ------      ------      ------      ------
                                    4,372         308      14,767      23,512      42,959
                                   ======      ======      ======      ======      ------
Equity-accounted entities                                                           3,216
                                                                                   ------
Total Group and BP share
 of equity-accounted entities                                                      46,175
                                                                                   ======




                                       25


----------

(a)  Net proved reserves of crude oil and natural gas, stated as of December 31,
     2001,  exclude  production  royalties due to others,  and include  minority
     interests in consolidated operations.

(b)  In 2001,  BP purchased  part of the interests of Statoil in Vietnam and the
     interest of Inaquimicas in Cusiana/Cuipiagua in Colombia.

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

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

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

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

(e)  Includes NGL from processing  plants in which an interest is held of 78, 41
     and 54 thousand barrels per day for 2001, 2000 and 1999, respectively.





                                       26

United States

     We are the  largest  producer  of both  liquids  (crude  oil and  NGLs) and
natural gas in the USA.

     Our 2001 US liquids and NGL production  averaged 744 mb/d (thousand barrels
per  day),  an  increase  of 2% from  2000.  Approximately  39% of our  2001 oil
production came from Alaska, 33% from the Gulf of Mexico, and the remainder from
onshore Lower 48 States.  Our US natural gas production in 2001 was 3,554 mmcf/d
(million cubic feet per day), an increase of 16% over 2000.

     Development  expenditure in the USA (excluding  pipelines)  during 2001 was
$3,723 million, compared with $2,328 million in 2000, an increase of 60%.

Gulf of Mexico

     Our largest area of growth in the USA is focused in the  deepwater  Gulf of
Mexico, which builds on our strong and stable US natural gas production base and
more than offsets the decline in our current  principal oil producing  fields in
Alaska. In 2001, our deepwater Gulf of Mexico liquids production was up over 23%
from 2000 levels,  averaging 243 mb/d.  Gas production was up over 34% from 2000
levels, averaging 1,183 mmcf/d.

     Growth in 2001 was driven by the activity in the major facility hubs in the
deepwater Gulf of Mexico and comprised the following:

     --   The Marlin hub (BP 80% and operator)  reached record  production rates
          exceeding 60 mboe/d,  including a peak natural gas rate of 325 mmcf/d.
          In addition  the Nile subsea  development  (BP 50% and  operator)  was
          completed  on  schedule  in  2001.  The  King  and  King  West  subsea
          developments  (BP 100% and  operator) are scheduled for tie-in in 2002
          and 2003 respectively.

     --   The Pompano  platform  (BP 75% and  operator)  and subsea  development
          booked 30 mmboe gross reserves in two major prospects: Pompano Subsalt
          and MC29.  Production  rates of 30 mmcf/d and 8 mboe/d  gross from the
          subsalt  well have  exceeded  expectations.  The Pompano  facility was
          upgraded to increase  throughput by 30% in 2001. The Pompano  facility
          improved  its baseline run time from under 90% in 2000 to 93% in 2001.
          The Mica subsea  development (BP 50%) was successfully  tied-in to the
          Pompano  facility 60 days ahead of scheduled  startup,  and on budget.
          Mica is the longest  oil subsea  tieback in the Gulf of Mexico to date
          and production operations are on track.

     --   Our  active  drilling  and  well  work  programme  was  successful  at
          arresting  field decline in the Troika field (BP 33% and operator) and
          we  continued  our work to optimise  production  configuration.  Gross
          production  in 2001  averaged  108  mboe/d  from 6 subsea  development
          wells.

     --   Due to the continued  successful  development drilling results at Mars
          (BP 29%) and the  start-up  of the Europa (BP  33.33%)  and MC 764 (BP
          67%)  subsea  developments,  the Mars  field  surpassed  the 250 mmboe
          cumulative  production  milestone.  Development  drilling continued at
          Mars  Tension  Leg  Platform in order to maintain a full system at 220
          mmcf/d and 200 mboe/d.

     --   The Ursa  platform (BP 23%)  continued to ramp up in 2001 with six new
          wells  drilled  and  completed  -- three Ursa wells and three from the
          start-up of Crosby,  a subsea  tieback  (BP 50%).  Ursa is the largest
          floating  structure  currently  in the Gulf of Mexico and  produced in
          excess of 92 mb/d of oil and 269 mmcf/d of natural  gas on average for
          the year, achieving the 100 mmboe produced milestone in December 2001.
          In 2002 we  expect to begin  production  from the  Princess  field (BP
          23%).

     --   The 300 mmboe  Diana/Hoover  (BP 33%)  Western  Gulf of  Mexico  basin
          opening  development project began operations in 2000. The development
          consists of a floating  deep-draft  Caisson Vessel (DDCV) host located
          over the  Hoover  field in 4,500  feet of  water.  Diana,  a five well
          subsea  development,  is tied back to the Hoover DDCV. The Hoover DDCV
          is the  deepest  floating  production  facility to date in the Gulf of
          Mexico. Production rates at year end averaged over 75 mboe/d.

     Providing a strong  foundation  to our offshore  portfolio  are our Gulf of
Mexico  Shelf  operations.  BP  accounts  for 8% of the  Gulf  of  Mexico  Shelf
production  (Offshore  Louisiana  and  Texas),  which  supplies  1/6th of the US
natural gas market.  We operate more than 200  platforms  and 700 wells in up to
1,500 ft water  depth.  The Shelf is a mature  basin  with high  decline  rates,
averaging  30-40% per year. In spite of that, we have maintained flat production
over  the  last  several  years  by  utilizing  advanced  seismic  technologies,
reservoir   studies,   new  completion   technologies,   and  higher   operating
efficiencies.  In 2001, we produced 198 mboe/d.  We operated 12 rigs and drilled
61 operated wells.

Alaska

     In Alaska,  crude oil  production  in 2001 declined to 288 mb/d from a 2000
level of 314 mb/d. Despite this decline,  we expect 2002 production in Alaska to
be higher than 2001 due to the start-up of the Northstar field.


                                       27

       The current status of activity in Alaska is as follows:

     --   Development is ongoing to mitigate the production  decline at Alaska's
          largest  producing  field,  Prudhoe Bay (BP 26.3% and  operator).  The
          overall observed decline rate for the Greater Prudhoe Bay Unit in 2001
          was 16%.  Production  was  characterized  by continued  decline in the
          Ivishak  Producing Area and Greater Point  MacIntyre  Area,  offset by
          increased production from new satellite fields.

     --   The Borealis and Northwest  Eileen fields (BP 26.3% and operator) came
          on line in the third quarter of 2001.  Annualised satellite production
          averaged 13 mb/d (gross) for the year.  By year-end,  satellite  field
          production  had ramped up to 37 mb/d (gross).  The  satellite-drilling
          programme  resulted in 19 new wells in the unit.  The active  drilling
          programme also resulted in the discovery of the new Orion Satellite.

     --   Continued  development of the Greater Prudhoe Bay Satellite  fields in
          2002 is  expected  to result  in 34  additional  wells  and  potential
          sanctioning of development of the Orion Satellite.

     --   The Prudhoe Bay field continued an active infill drilling programme in
          2001 with  approximately  93 new and  sidetracked  wells.  In 2002, we
          anticipate a 10% increase in the number of new and sidetracked wells.

     --   The Northstar oil field (BP 99.1% and operator) was brought on line in
          October  2001 at a planned  initial rate of 8 mb/d net and by December
          had  reached  a rate of 28  mb/d.  The  field is  expected  to reach a
          plateau rate of 50 mb/d net. BP's share of the full  development  cost
          is expected to be around $900 million.

     --   Plans  for the  Point  Thomson  natural  gas  condensate  field on the
          eastern North Slope have  progressed  in 2001. BP holds  approximately
          32% of this natural gas condensate field.  While the field is expected
          ultimately  to  support a major  natural  gas  pipeline  off the North
          Slope,  we are  reviewing a project with natural gas sales as a future
          option, although no pipeline yet exists.

     --   The Meltwater  satellite  development project at the Kuparuk field (BP
          39.2%) began  production in the fourth  quarter of 2001.  The field is
          expected to peak at about 20 mb/d gross.

     --   In January 2002, we announced that we were suspending plans to develop
          the  offshore  Liberty  field in favour  of  enhancing  production  at
          existing, large North Slope fields.

Lower 48 States

     In the Lower 48 States,  we remain the  largest  producer  of natural  gas,
accounting  for  approximately  7% of total US onshore  natural gas  production.
Production  comes  from a large  number of fields  situated  principally  in the
states of Colorado, Kansas, Louisiana, New Mexico, Oklahoma, Texas and Wyoming.

     In 2001,  our  production of oil and natural gas in the Lower 48 States was
620  mboe/d,  up from 591  mboe/d  in 2000 due to the  full-year  effect  of the
ARCO/Vastar  acquisition  in 2000.  In 2001,  we operated  34 drilling  rigs and
drilled 461 wells, adding reserves to replace 100% of production.  Crude oil and
NGL production was 213 mb/d, up 17% from 2000 levels. Natural gas production was
2,360 mmcf/d in 2001, up 9% from 2000 production.

     Our production in the onshore Lower 48 States is derived primarily from the
following assets:

     --   In the mid-continent  states (Kansas,  Oklahoma,  Texas and Louisiana)
          our operations produced 1,001 mmcf/d of natural gas and 11 mb/d of oil
          in 2001.  Examples of improved  efficiency  to maintain rate in mature
          areas include:

          --   Western Kansas  (Hugoton and Panoma  fields) -- In 2001,  through
               aggressive optimization of well operating conditions,  we managed
               to hold production  approximately  flat in the Hugoton field. The
               Hugoton  field is the  largest  natural gas field in the Lower 48
               States and has previously  experienced  decline rates approaching
               20%.

          --   Oklahoma and Texas Panhandles  (Anadarko Basin) -- We drilled and
               completed a 40 mmcf/d well, one of the biggest producing wells in
               recent history in the basin.



                                       28

     --   Louisiana  (Tuscaloosa  Trend) -- The Tuscaloosa asset set a new field
          production  record of 373 mmcf/d in November 2001. The newly completed
          Martin No.1 well made a significant contribution to this record with a
          stabilized initial production rate of 80 mmcf/d.

     --   Southeast   Texas --  In  the  Northeast   Thompsonville   field,   we
          successfully  deployed the world's first  commercial  expandable liner
          hanger  in  a  producing  well.  This  technical  innovation  has  the
          potential  to reduce  significantly  drilling  times (by  reducing the
          number of trips) and safety  risks  (through  its  simpler  design and
          ability to withstand higher pressures) on deep wells.

     --   The Southern  Wyoming  (Overthrust  Belt,  Greater  Green River Basin)
          operations  produced  384 mmcf/d of  natural  gas and 9 mb/d of oil in
          2001.  Drilling  activity has  significantly  increased in conjunction
          with a five-year  drilling  programme  comprising more than 600 wells,
          primarily  in the  Jonah  and  Wamsutter  fields.  The  2001  drilling
          programme broke several field records, including most wells spudded in
          a single month (15), best drilling time (7.3  days/10,000 ft), and the
          deepest  well drilled  worldwide  (9,500 ft)  utilizing  casing as the
          drill  string.  In other parts of the Greater  Green River  Basin,  we
          achieved  production  growth  of 20%  through a  combination  of heavy
          drilling  activity in the Jonah field and successful  production  base
          management in Moxa.

     --   Colorado  and New Mexico  (San Juan Basin  Coal and  Conventional  Gas
          fields)  operations  produced  832  mmcf/d  of  natural  gas in  2001.
          Specific  activities  included  the  implementation  of the  Fruitland
          Coalbed Methane 160 acre infill programme and the final integration of
          BP and Vastar operations and personnel.

     --   In the Permian Basin,  2001 production  averaged 151 mmcf/d of natural
          gas and 55 mboe/d of liquids, an increase of 3% from 2000.

United Kingdom

     We are the largest producer of both oil and natural gas in the UK. Our 2001
UK oil production of 485 mb/d was 49 mb/d lower than in 2000. Our UK natural gas
production  increased 4% from 1,652 mmcf/d in 2000 to 1,713 mmcf/d in 2001.  The
North Sea is a mature basin.

     Our  development  expenditure in the UK (excluding  pipelines)  grew by 15%
from $808 million in 2000 to $930 million during 2001. Significant 2001 activity
included the following:

     --   The Clair  field  Phase I  development  (BP 28.6%  and  operator)  was
          sanctioned  by BP and its partners in  September,  at an estimated net
          cost  to BP of  approximately  $270  million.  Currently  the  largest
          undeveloped  resource  on the UK  Continental  Shelf,  the  field  was
          discovered in 1977 some 75 kilometres west of the Shetland  Islands in
          140  meters  of  water  but  was  not   developed   due  to  technical
          difficulties.  Advances in technology  now make  development  of Clair
          commercially feasible. First production is expected in late 2004, with
          peak production rates of 20 mboe/d net in 2006.

     --   The Foinaven  field (BP 72% and  operator),  also west of the Shetland
          Islands in 600 meters of water,  achieved a new production high of 138
          mboe/d gross. This was in part due to production from the first two of
          five wells in Phase II, and in part due to first  production  from the
          East  Foinaven  field (BP 43% and operator)  which began  producing in
          September.  East Foinaven is a subsea development  consisting of three
          wells tied back to the  Foinaven  main field  facilities.  Starting in
          2002,  natural gas is planned to be exported  from  Foinaven  and East
          Foinaven to Magnus  through BP's newly  constructed  West of Shetland
          Pipeline System.

     --   The natural gas pipeline  which will  support the Magnus  Enhanced Oil
          Recovery  Project  (EOR) was  completed.  This  pipeline will link the
          Magnus field (BP 85% and operator) to the  deepwater  west of Shetland
          Islands fields via the Sullom Voe Terminal  Processing plant.  Surplus
          natural  gas from the  Atlantic  Margin  fields  is  expected  to flow
          beginning  in mid-2002  into the Magnus  reservoir  and is expected to
          recover trapped oil which is expected to extend field life by some ten
          years and  enable  production  at a plateau  level of around 60 mboe/d
          gross  until  2006.  Surplus  natural  gas will be sold to market  via
          existing pipelines.

     --   The  Bruce  field  (BP 37% and  operator)  saw the  commencement  of a
          two-year infill drilling  programme.  The second phase  development of
          the Keith field (BP 35%) was sanctioned.

                                       29

     --   Harding  field  (BP 70% and  operator)  produced  at a rate of 60 mb/d
          (gross) with the main part of the cluster  (Harding South and Central)
          coming off  plateau  but being  offset by  production  from  satellite
          fields.  The first infill well,  part of a programme to fully  exploit
          Harding South and Central reservoirs,  was completed during the fourth
          quarter giving an additional 10 mb/d gross to the field. This well was
          the first UK Continental Shelf  multilateral well with expandable sand
          screens. Further infill wells are expected to be drilled in 2002.

     --   Maclure field  development  (BP 33.33% and operator) was sanctioned in
          December  2001  and is  currently  awaiting  UK  Government  approval.
          Maclure is a subsea  development  with initial  production rates of 12
          mb/d oil and 3.5 mmcf/d natural gas expected to start up in mid-2002.

     --   Eastern Trough Area Project (ETAP) production continued at high levels
          (108 mboe/d net) during 2001  despite the onset of natural  decline in
          some of the  initial  fields  (Machar in  particular).  During 2001 we
          increased our interest to 37.8% in the Madoes field (formerly known as
          Tornado) via an equity  purchase  from  Phillips.  We also  sanctioned
          development  of both Madoes and Mirren via subsea  tieback to the ETAP
          central  processing  facility.  First  production from these satellite
          fields is expected in late 2002.

     --   In the Southern  North Sea area,  there were a number of satellite and
          infill  well  activities.  The North Davy well (BP 22% and  operator),
          drilled in 2000, was successfully  tied in and produced.  The Amethyst
          Flowers well (BP 59.5% and  operator)  was also  completed.  The Hoton
          Project (BP 100% and  operator)  was  completed on schedule with first
          production in December 2001.

     --   A  successful  appraisal  well was drilled to test an extension to the
          Vanguard  field (BP 50%) and a  development  plan for the new field is
          under preparation.

     --   The  Shearwater  Project (BP 27.5%)  started  production  in mid-2001.
          Problems with plant and a number of wells were  experienced,  with net
          production  averaging 7 mboe/d for the year.  Production was shut down
          in December 2001 due to cracks in condensate pipework.  We continue to
          work with the operator to restart  production and to complete required
          remedial work on wells and pipework aimed at establishing steady state
          production during 2002.

Rest of Europe

     Development expenditure in the Rest of Europe grew by 77% from $153 million
in 2000 to $271 million in 2001.

     Our Norwegian  production increased from 95 mboe/d in 2000 to 108 mboe/d in
2001.  Start-up of our Tambar  field in July as well as new wells and  increased
efficiency  at Ula are the  main  contributors  to the  increase.  In  addition,
Draugen  has  increased  field  capacity in 2001.  The natural  decline of other
fields has been offset by new wells at Valhall,  the gas lift project at Hod and
equal  priority for Gyda at Ekofisk.  Net  production in 2001 was 40 mboe/d from
Draugen (BP 18.4%),  26 mboe/d from Valhall (BP 28.1% and  operator),  19 mboe/d
from Ula (BP 80% and  operator),  14 mboe/d from Gyda (BP 56% and  operator),  6
mboe/d  from  Tambar  (BP 55% and  operator)  and 2 mboe/d  from Hod (BP 25% and
operator).  Appraisal  activity  included the Skarv oil and natural gas prospect
(BP 30% and operator).  The third Skarv well including a sidetrack was completed
in June  with  positive  results  supporting  a  combined  oil and  natural  gas
development.

     In the  Netherlands,  we are  continuing  to expand our role in natural gas
storage  services  with the  production  and  downstream  natural gas  marketing
businesses working in close co-operation. The Peak Gas Installation,  which came
on stream in 2000,  is a natural  gas  storage  facility  designed  to assist in
meeting  peak  demand  requirements  from  consumers  in the  Netherlands.  This
installation has a storage capacity of 17,000 mmcf and is capable of withdrawing
1,270 mmcf/d.

Rest of World

     The Group's net share of oil production  from the Rest of World,  including
joint ventures and associated  undertakings,  increased to 602 mb/d in 2001 from
575  mb/d  in  2000.  Excluding  joint  ventures  and  associated   undertakings
production  was 394  mb/d in  2001,  up from  390  mb/d in  2000.  Areas  of oil
production  in 2001  were Abu  Dhabi,  Algeria,  Angola,  Argentina,  Australia,
Azerbaijan, Bolivia, Canada, China, Colombia, Egypt, Indonesia, Pakistan, Qatar,
Russia, Sharjah, Trinidad and Venezuela.

     Our share of natural gas production from the Rest of World, including joint
ventures  and  associated  undertakings,  increased to 3,218 mmcf/d in 2001 from
2,767  mmcf/d in 2000.  Excluding  joint  ventures and  associated  undertakings
production  averaged  2,873 mmcf/d in 2001,  up from 2,504  mmcf/d in 2000.  The
largest  part  of 2001  production  came  from  Trinidad  and  Tobago  and  from
Indonesia, with the remainder from Argentina, Australia, Bolivia, Canada, China,
Colombia, Egypt, Pakistan and Sharjah.



                                       30

Canada, the Caribbean and South America

     Development  expenditure  in the Rest of World  (excluding  pipelines)  was
$1,934  million in 2001,  compared  with $1,274  million in 2000, an increase of
52%.

     --   In Canada,  our  portfolio  covers a wide range of  geographic  areas,
          geological  structures  and  infrastructure.   Development  activities
          within  Canada are focused on  opportunities  to  maintain  production
          rates and position for growth within our existing core operating areas
          in the provinces of Alberta and British Columbia.  In 2001, production
          was flat at 119 mboe/d, of which almost 85% was natural gas production
          (584 mmcf/d). BP has interests in 25 fields and operates approximately
          1,200 wells  (gross).  During  2001 we  operated 18 drilling  rigs and
          drilled over 124 wells (gross).

     Significant activity in South America in 2001 included the following:

     --   The  Colombian   business  is  made  up  of  mature  producing  assets
          (Cusiana/Cupiagua fields), assets under appraisal/development (Recetor
          and Florena  fields) and a large  prospect at the initial  exploration
          stage  (Niscota).  Production  for 2001 was 49  mboe/d.  In 2001,  the
          Florena  field was  successfully  entered,  ahead of schedule and with
          better than expected  production  rates.  In addition,  the successful
          Phase  1A  development  of  the  Recetor  area,   Cupiagua's  northern
          extension,   resulted  in  an  additional   commercial  area  and  the
          acceleration of the overall Recetor  development.  BP has deepened its
          Recetor acreage equity from 63% to 80% (25% to 32% production equity).

     --   In the Southern  Cone,  business in Argentina and Bolivia is conducted
          via our  participation  in Pan American  Energy (PAE) in Argentina (BP
          60%), which owns Empresa Petrolera Chaco in Bolivia.

          Growth in 2001 was  achieved in both oil and  natural gas  operations.
          These  entities  produced 50 mb/d of oil and 236 mmcf/d of natural gas
          (net to BP). Oil production increased by nearly 25% over 2000, largely
          as a result of a major drilling programme in Golfo San Jorge. Activity
          included infill and appraisal wells, water floods and electrification.
          Gas production increased by over 26% over 2000 with contributions from
          all operations.  The most  significant  increase arose in Cerro Dragon
          and in the Northwest  Basin where the first phase  development  of the
          Acambuco field came on stream during the first quarter of 2001.

          Despite a severely depressed economy in Argentina,  PAE was successful
          in increasing its natural gas market share from 9% to 12% during 2001.
          PAE also has significant  interests in natural gas liquids plants, oil
          and natural gas pipelines,  electricity  generation  plants, and other
          midstream  infrastructure.  Fiscal  reform in  Argentina  is currently
          being  debated  and PAE  management  is  actively  involved in ongoing
          negotiations and in assessing the impact on our growth plans.

     --   In Venezuela we produced 54 mboe/d from four core assets  during 2001.
          These four base assets are  reactivation  projects  consisting  of two
          operated  properties and two  non-operated  properties under operating
          fee agreements to produce oil for the  government oil company,  PDVSA.
          At the  partner-operated  Lake Maracaibo field (BP 27%), a slower than
          anticipated  repressurization  of the reservoir  delayed and increased
          the  uncertainty  of  oil  production  relative  to  the  reactivation
          investment.  Therefore we revised our reserve estimates  downwards and
          recognized a charge for impairment of $175 million.

     --   In Trinidad,  production  for 2001 reached 223 mboe/d (78% natural gas
          and 22% liquids) for 2001,  up nearly 12% on 2000  production  levels.
          Gas sales  increased  by 14% and liquid  production  increased by more
          than 3%. The  increase  in natural  gas sales was  principally  due to
          increased  purchases  by The  National  Gas  Company of  Trinidad  and
          Tobago.  In late 2001,  BP entered into an  agreement  to  restructure
          certain   natural  gas   contracts   thereby   providing  for  greater
          flexibility  in  choosing  the field from which to source the  natural
          gas.  Major  drilling  activity in 2001 took place in the Mahogany and
          Amherstia  fields,  including  several  high  rate  wells one of which
          flowed at a rate of 200 mmcf/d.

Africa and the Middle East

     Significant 2001 activity in Africa and the Middle East included:

     --   In  Angola  Block  17 (BP  16.7%),  the  Girassol  project  went  into
          production in December  2001 and ramp-up of production  has gone well.
          The  development  of  Jasmim,  a tie-back  to the  Girassol  hub,  was
          approved.  Additional development studies in Block 17, Rosa and Dalia,
          are well progressed.



                                       31


          Another  significant  milestone  in Angola  was  achieved  on Block 15
          non-operated   activities  where  the  development   approval  of  the
          large-scale  Kizomba A (BP 26.7%) development (July 2001 sanction) was
          secured  with  first  oil  anticipated  in  2004.  Appraisal  drilling
          commenced  during the fourth  quarter of 2001 with the aim of securing
          additional  volumes  to tie  back to the  Kizomba  A hub  and  further
          improving Block 15 operating efficiencies. Future growth potential was
          also  underpinned  by  progress on  engineering  studies for Kizomba B
          developments.

          In  Angola's  BP operated  Block  18 (BP 50% and  operator),  work has
          progressed  well  in the  development  engineering  to  determine  the
          optimum development strategy for the six discoveries.

          In Block 31 (BP 26.6% and operator),  a dry hole was drilled and there
          is activity planned in 2002 to further delineate the Block.

     --   In Egypt, our oil production operations are carried out by the Gulf of
          Suez Petroleum  Company  (Gupco),  a joint operating  company with the
          Egyptian  General  Petroleum  Company  (EGPC).  Gupco  operates  seven
          production  sharing  contracts in the Gulf of Suez and Western Desert,
          encompassing  more than forty fields.  During 2001, Gupco produced 183
          mb/d (87 mb/d net),  almost 30% of Egypt's oil production,  as well as
          68 mmcf/d (33 mmcf/d net) of natural gas.  Production  operations were
          interrupted by a fire on the October platform in May 2001; October was
          fully back on line by the fourth quarter.

          Gas  production  in Egypt grew 39% to 156 mmcf/d  (net) with Ha'py (BP
          50%) and  Baltim  (BP 50%)  fields  ramping up and the Temsah (BP 50%)
          natural   gas  field   start-up   was  on   schedule  in  March  2001.
          Collectively,  we have  agreements  in  place  to  supply  352  mmcf/d
          (working  interest)  to the  domestic  Egyptian  market from these and
          other Nile Delta fields.  The Akhen (BP 50%) drilling and  development
          project  was  progressed  in 2001  and the  field is on  schedule  for
          production start-up in 2002.

          In Egypt,  BP has a 33% interest in the Med NGL  project.  The project
          involves  the  construction  of a 1.1  bcf/d NGL  plant.  The plant is
          expected to start  production in 2004, and should produce 280 thousand
          tonnes per annum  (mtpa) of propane,  330 mtpa of LPG, and 2.7 mb/d of
          condensates.

     --   Production  in  the  Gulf  States  was  dominated  by  the  production
          entitlement  of  associated  undertakings  in Abu Dhabi  where we have
          equity interests of 9.5% and 14.7% in onshore and offshore concessions
          expiring in 2014 and 2018,  respectively.  Production in Abu Dhabi was
          126 mb/d, down from 2000 as OPEC cuts made an impact throughout 2001.

     --   In addition,  Sharjah  natural gas  production was down 13% on 2000 to
          160 mcf/d,  although  the field  decline  would have been more  severe
          without plant modifications and drilling in 2001.

     --   In Algeria,  BP and the Algerian state company,  Sonatrach,  completed
          natural  gas  sales  terms  and  let   engineering,   procurement  and
          construction  contracts  in August  2001 for the In Salah  project (BP
          65%).  The first stage  comprises a  development  of four of the seven
          deep Saharan  natural gas fields;  the development is expected to cost
          $2.7  billion  gross.  In Salah is expected to supply the fast growing
          markets of  southern  Europe  with up to 320 bcf  annually  with first
          deliveries forecast for 2004.

     --   The In Amenas (BP 100%)  pre-project  programme  was  progressed  with
          contract bids for engineering,  procurement and construction analysed,
          and final  stage  appraisal/pre-development  drilling.  The Rhourde el
          Baguel  (BP  60%)  gas  injection  facilities  redevelopment  has been
          completed.

     --   In June 2001, we signed a memorandum of  understanding to take a major
          interest in Saudi Arabia's  largest  natural gas  development  and the
          first significant hydrocarbons project for 25 years in which the Saudi
          government has invited foreign companies to participate.

     --   In Iran we are carrying out studies of a potential  redevelopment plan
          for the Ahwaz Bangestan fields and are conducting a feasibility  study
          of a South Pars LNG project.  At this stage,  no  agreements  have yet
          been concluded that commit BP to any significant investments in Iran.
Asia

     Significant  2001  activity in Asia  (including  the former  Soviet  Union)
included:

     --   BP, as  operator of the  Azerbaijan  International  Operating  Company
          (AIOC),  manages and has 34.1%  interest in the  Azeri-Chirag-Gunashli
          (ACG) oil fields in the Caspian Sea, offshore Azerbaijan. In 2001, ACG
          production  grew to 35 mb/d net (119  mb/d  gross)  from the  Chirag 1
          platform and this early  production  is expected to plateau at 37 mb/d
          (127 mb/d) in 2002. The next step in the  development of the ACG field
          was  achieved in 2001 with the approval in August of ACG Phase 1 ($3.4
          billion estimated gross capital expenditure). First oil is expected in
          2005.  Development  engineering  for ACG  Phase 2 and Phase 3 was also
          progressed as the follow-on phases of development.




                                       32

          BP is also the  operator  of the Shah Deniz  natural  gas field with a
          25.5% interest. Project definition progressed in 2001, predicated on a
          staged development concept.  Shah Deniz Stage 1 is anticipated to come
          on-stream in 2005  comprising an offshore  production  facility,  with
          platform and subsea wells,  separate  natural gas and condensate lines
          to  shore,  a  processing  terminal  at  Sangachal  and a new  42-inch
          diameter  natural gas line  through  Azerbaijan  and Georgia to Turkey
          along the Baku-Tbilisi-Ceyhan route up to the Georgian/Turkish border.
          Boru Hatlari ile Petrol Tasima (BOTAS) in Turkey and State Oil Company
          of the  Azerbaijan  Republic  (SOCAR)  signed  a  Sales  and  Purchase
          Agreement  (SPA) in March 2001. It is anticipated  that this SPA, with
          appropriate  amendments,  will be  assigned  in  full  to  Shah  Deniz
          interest   owners.   Transit   agreements   with  the  Governments  of
          Azerbaijan,  Georgia,  and Turkey to support  the  natural  gas export
          pipeline  (South Caucasus  Pipeline) and natural gas sales,  have also
          been completed.

     --   In December,  we announced that we had secured our ownership  interest
          in the  Russian  integrated  oil  company  A O Sidanco  (Sidanco)  and
          overseen the rightful  return of the  Chernogorneft  producing  assets
          during the fourth quarter of 2001. This completes the restructuring of
          Sidanco  with its  debt  substantially  repaid,  and  non-core  assets
          disposed of. We believe that Sidanco is now  positioned  as a low cost
          Russian  producer.  As a result of  transactions in 2001, we increased
          our production and  beneficial  interest to an effective  11.2% equity
          interest in Sidanco.  We have a  three-year  management  contract  for
          Sidanco,  acting with effectively a 25% voting  interest.  BP-seconded
          personnel  hold a number of the senior  management  positions and a BP
          executive acts as Chairman of the Sidanco Board of Directors.  We also
          have an interest in Kovytka (BP 28.4%), an  undeveloped  East Siberian
          natural gas field.

     --   In Kazakhstan,  we agreed to dispose of a non-strategic portion of our
          portfolio  by  selling  surplus   capacity  in  the  Caspian  Pipeline
          Consortium  (CPC)  (BP  5.75%)  pipeline.  We also  agreed to sell our
          interest in the Kashagan field.

     --   In Indonesia,  BP is now the largest  supplier of natural gas to Java.
          In addition, the VICO (BP 50%) operated Sanga Sanga production sharing
          contract  (PSC)  provides 30% of the natural gas feed into the Bontang
          LNG operation for export and East Kalimantan domestic consumption. Our
          share of  Indonesian  production  in 2001 was 21 mb/d of liquids,  236
          mmcf/d of  natural  gas sold to the  Bontang  LNG plant and 339 mmcf/d
          sold  domestically  in  Indonesia.  Under  the  terms of the PSC,  the
          reported production  entitlement varies inversely with price to effect
          recovery of costs which are fixed in US  dollars;  as prices  decrease
          therefore, a higher entitlement is received.

     --   In China,  BP operates  the Yacheng  natural gas field and the Liu Hua
          oil field.  Yacheng  supplies 100% of the natural gas supply into Hong
          Kong where it is sold to Castle  Peak Power  Company  (CAPCO)  under a
          long-term contract. Excess natural gas and liquids are piped to Hainan
          Island where the natural gas is sold to the Fuel and Chemical  Company
          of Hainan also under a long-term contract. The QHD oil field (operated
          by CNOOC) began production in October and is expected to reach plateau
          during the fourth quarter of 2002.

          BP's Hedong Coal Bed Methane (CBM) (BP 70%)  project is located in the
          Ordos Basin in Shanxii province approximately 800 kilometers southwest
          of  Beijing.  BP  has  met  all  the  contractual  obligations  of the
          Production Sharing Agreements and, after two years of pilot production
          testing, has decided to exit the project for technical reasons.

     --   In Vietnam,  BP (35% and  consortium  leader) and partners  signed key
          elements of a $1.3 billion  integrated  natural gas project at the end
          of 2000.  Construction  of the Block 06.1 natural gas  development and
          associated  infrastructure  commenced  in  early  2001 and is now well
          advanced.  This  scheme is  intended  to provide  the basis for clean,
          reliable  gas-fired  power  generation  in  southern  Vietnam.   First
          production is planned for late 2002.

     --   In Pakistan,  BP is the largest foreign operator  producing 50% of the
          country's oil and 10% of its natural gas on a gross basis.

Midstream Activities

Oil and Natural Gas Transportation

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




                                       33

     --   The Trans Alaska Pipeline System (TAPS) consists of a 48-inch diameter
          crude oil pipeline running approximately 1,300 kilometers from Prudhoe
          Bay to a tank farm and marine  terminal at the ice-free port of Valdez
          on Alaska's  southern  coast.  The Alyeska  Pipeline  Service  Company
          operates the  pipeline  and terminal at Valdez.  As part of the equity
          alignment  related  to  ownership  of the  Prudhoe  Bay Unit and Point
          Thompson Unit, BP sold 3.1% of its interest to Phillips in 2001.

     --   BP now owns a 46.9%  interest in TAPS,  with the balance owned by five
          other  companies.  Each of the TAPS  participants  uses its  undivided
          interest in TAPS as a common carrier,  separately  publishing  tariffs
          and receiving  tenders for shipments through its share in the capacity
          of TAPS, and paying its volumetric  share of operating  costs. At peak
          throughput,  the TAPS system  carried  around 2 mmb/d.  In 2001,  TAPS
          transported  production  from  Prudhoe  Bay and the other  North Slope
          fields  averaging  1  mmb/d.  In  October,  TAPS  was  vandalized  and
          punctured  by a  bullet,  resulting  in a leak of  6,600  bbls of oil.
          Following  a shut-in  of 62 hours for  repair,  during  which  730,000
          barrels  (net) of production  was lost , full  operation was restored.
          Clean-up  operations continue into 2002. Security measures on the line
          and at the North Slope fields were  increased in September  and remain
          at a high level.

          For a  description  of the  procedures  relating  to the tariffs to be
          charged  to  users  of TAPS  and a  general  description  of  pipeline
          regulation,  see  Regulation of the Group's  Business -- United States
          within this item.

          There are a number of  unresolved  protests  with regard to the yearly
          tariffs which are filed and which set out the charges for shipping oil
          through  TAPS.  These  items are in the process of  resolution  at the
          Federal  Energy  Regulatory   Commission  (FERC)  and  the  Regulatory
          Commission of Alaska.

          The use of US-built and US-flagged ships is required when transporting
          Alaskan oil to markets in the USA. In accordance with this, BP America
          Inc.  has a  chartered  fleet of 10  US-flagged  tankers to  transport
          Alaskan  crude oil to  markets.  Over the next few  years,  we plan to
          begin replacing our US-flagged fleet as existing ships,  whose average
          age is 23.3 years,  are retired in  accordance  with the Oil Pollution
          Act of 1990.  For  discussion of the Oil  Pollution  Act of 1990,  see
          Regulation of the Group's  Business --  Environmental  Protection.  In
          September   2000,  BP  contracted   for  the  delivery  of  three  1.3
          million-barrel-capacity,  double-hull  tankers for use in transporting
          North  Slope  oil to  West  Coast  refineries.  The  ships  are  being
          constructed by NASSCO in San Diego with  deliveries in 2003,  2004 and
          2005. In 2001, BP exercised the first of three options for  additional
          vessels. This fourth tanker is scheduled for delivery in 2006.

     --   The Forties  Pipeline  System in the UK (BP 100%) is an integrated oil
          and natural  gas liquids  transportation  and  processing  system that
          handles  production  from over 40 fields in the central North Sea. The
          system was  upgraded  in 1993 and has a capacity of more than 1 mmb/d.
          During 2001, average  throughput was approximately 783 mb/d,  compared
          with 804 mb/d in 2000.

     --   BP operates and has a 29.5% interest in the Central Area  Transmission
          System  (CATS),  a  400-kilometre  natural gas pipeline  system in the
          central UK sector of the North Sea. The pipeline has a  transportation
          capacity  of  1.7  bcf/d.  It  carries  both   proprietary  and  other
          companies'  volumes to a natural gas terminal at  Teesside,  Northeast
          England.   CATS  offers  its  customers  the  choice  of  natural  gas
          transportation  services or transportation  and processing via two 600
          mmcf/d  processing  trains  with the  capability  to deliver  NGLs for
          export or for local industry with natural gas entering the UK National
          Transportation System. In 2001 CATS handled throughput of 1.6 bcf/d.

     --   BP, as AIOC operator,  manages and has a 34.1% interest in the Western
          Export  Route  Pipeline  between  Sangachal,  which  is  near  Baku in
          Azerbaijan,  and Supsa on the Black  Sea coast of  Georgia.  AIOC also
          operates the Azeri leg of the Northern  Export Route Pipeline  between
          Sangachal and  Novorossiysk  in Russia.  The combined  capacity of the
          pipelines is in excess of 200 mb/d.  Transit agreements were completed
          with the  governments  of Azerbaijan,  Georgia,  and Turkey to support
          implementation  of a 1 mmb/d  pipeline from Baku to Ceyhan via Tbilisi
          on the Turkish  Mediterranean  coast.  BP along with seven partners in
          the  consortium  to  promote  development  of the  BTC  pipeline  have
          completed a number of Host and  Inter-Government  Agreements  in 2001,
          including  one for  Georgia.  Front-End  Engineering  Design  has been
          started.  The additional  export  capacity  provided is expected to be
          largely  taken by  future  production  from ACG and  other  Azerbaijan
          developments.

     --   In October 2001 CPC (BP 5.75%) commissioned a 1,510 kilometre pipeline
          from Kazakhstan to the Russian port of Novorossiysk.  The pipeline has
          an initial capacity of 28.2 million tonnes a year and will carry crude
          from the Tengiz field (BP 2.3% through the Lukarco joint venture).

     --   A joint  study  team,  including  BP and the other  major  North Slope
          natural gas resource  owners,  is nearing  completion of a major study
          investigating  a pipeline  project to deliver  Alaskan  natural gas to
          major  North  American  markets.  Key  activities  in 2002  will be to
          mitigate the risks inherent in a project of this magnitude,  including
          working with legislative bodies to establish an appropriate regulatory
          framework.
                                       34


Liquefied Natural Gas

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

     --   BP has a 34%  interest in the first train of the Atlantic LNG plant in
          Trinidad and is the sole supplier of natural gas to this train,  which
          commenced  operations in February 1999. In the fourth quarter of 2000,
          government and partner  approvals were obtained to expand Atlantic LNG
          by an  additional  two  trains.  In  2001,  construction  of  Train  2
          progressed as planned,  with first sales expected in the third quarter
          of 2002.  Gas for Train 2 will come from the Amherstia  field (BP 100%
          and operator)  initially.  To enable delivery of gas to Atlantic LNG's
          planned  Train  3,  BP  is  constructing   its  biggest  offshore  gas
          processing   platform  (Kapok)  and  its  largest  offshore   pipeline
          (Bombax).  Construction  is proceeding on schedule to meet the planned
          start-up of Train 3 in 2003.  Also in 2001, the Front-End  Engineering
          and Design  for a fourth  LNG train was  started.  BP is  expected  to
          supply at least 34% of the natural gas  requirements for this 4.8-mtpa
          (millions of tonnes per annum) plant.

     --   In Trinidad and Tobago, we announced our agreement to hold a 37% share
          in the Atlas methanol  plant,  with Methanex,  the Canadian  operator,
          holding the  remainder.  Atlas is expected to be the largest  methanol
          plant  ever  built  and is  intended  to set new  standards  for cost,
          efficiency  and  environmental  emissions  as a  result  of the use of
          innovative leading edge technology. BP, through its customer NGC, will
          supply 100% of the natural gas demand for the plant.

     --   In Indonesia,  the VICO (BP 50%) operations produced 1.21 bcf/d of the
          natural  gas supply to the LNG plant at Bontang;  of this  total,  236
          mmcf/d is the BP net share.  VICO,  as well as operating the extensive
          East Kalimantan  pipeline network, is natural gas co-ordinator for all
          of the 4 bcf/d  natural gas  feedstock to the Bontang  facility and is
          Technical  Advisor  to PT  Badak,  the LNG  plant  operating  company.
          Bontang, currently the world's largest LNG facility, consists of eight
          LNG trains  with a nominal  total  capacity  of 22.6  mmtpa,  with the
          possibility of expanding to a ninth train being considered.

     --   In addition,  we operate the Wiriagar and Berau fields in Papua. These
          should  provide the  largest  share of natural gas feed to the Tangguh
          LNG  project  which is  expected  to become  the  third LNG  centre in
          Indonesia, the world's largest LNG-producing country.

     --   In early 2001, BP was selected as the leading  foreign company (BP 30%
          equity share) in China's first LNG  re-gasification  terminal  project
          near  Shenzhen  in  Guangdong  Province.  Planned  activities  in 2002
          include the completion of the  feasibility  study and the formation of
          the joint  venture  company.  The  terminal is expected to start-up in
          late 2005 and is planned  initially  to have a  capacity  of 3.2 mmtpa
          with the ability to be expanded well beyond that.

     --   In 2002,  construction  is expected to be  completed on an $86 million
          gas-to-liquids  demonstration  unit, located in Nikiski,  Alaska. This
          plant  will  utilize  BP's  compact  reformer  technology,  enabling a
          significant improvement in gas-to-liquids commercial  competitiveness.
          Plant start-up is scheduled for second quarter of 2002.

     --   In Australia,  our interest in the North West Shelf Venture (BP 16.7%)
          saw BP's production  increase 3.3% to 80.6 mboe/d in 2001.  Growth was
          gas-led  by LNG (up  0.9  mboe/d)  and  domestic  natural  gas (up 1.6
          mboe/d).   Along  with   production   growth,   cost  savings  were  a
          considerable value driver yielding $25 million of additional earnings.
          In April 2001, construction of LNG Train 4 was sanctioned.  The Train,
          scheduled to commence in June 2004,  should  increase North West Shelf
          LNG capacity by  approximately  50%. In December  2001, two Echo Yodel
          condensate  wells  were   commissioned,   three  months  earlier  than
          initially planned.

     --   We have a 10% equity  shareholding  in the Abu Dhabi Gas  Liquefaction
          Company (ADGAS),  which in 2001 supplied 5.4 million tonnes of LNG, up
          4% on 2000.




                                       35


                                  GAS AND POWER


     The Gas and Power  business was created to market our  substantial  natural
gas  reserves  and to  develop a leading  gas and power  marketing  and  trading
business.  Since its inception,  we have been  investing in both  organizational
capability and capital assets to grow this new business segment.

     The business is organized into three activities:  natural gas marketing and
trading;  international  natural gas and liquefied  natural gas (LNG); and power
activities. On January 1, 2001, the NGL business,  located in North America, was
transferred  to the Gas and Power  business  from  Refining and Marketing and is
included in the marketing and trading activities. On January 1, 2002, the solar,
renewables and alternative fuels business activities were transferred to the Gas
and Power business from Other Businesses and Corporate.  Also from that date the
segment has been renamed Gas, Power and Renewables.



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                2001      2000       1999
                                                               -----     -----      -----
                                                                        ($ million)

                                                                           
Turnover ................................................     39,208    21,013      8,073
Total replacement cost operating profit .................        521       571        437
Total assets.............................................      5,313     6,605      2,831
Capital expenditure and acquisitions.....................        359       336         81


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

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

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

Marketing and Trading Activities

     Our marketing and trading  activities  are  concentrated  in the markets of
North America and the United Kingdom. Gas sales volumes have increased from 14.5
bcf/d in 2000 to 18.8 bcf/d in 2001.  Most of this growth was  realized in North
America.



                                                                 Years ended December 31,
                                                                 ------------------------
Gas sales volumes (a)                                           2001      2000       1999
                                                               -----     -----      -----
                                                              (million cubic feet per day)
                                                                           
UK.......................................................      2,641     2,526      1,693
Rest of Europe...........................................        213       178        167
USA......................................................      8,327     6,524      4,047
Rest of World............................................      7,613     5,243      3,023
                                                               -----     -----      -----
Total....................................................     18,794    14,471      8,930
                                                               =====     =====      =====

------------
(a)    Includes marketing, trading and supply sales.

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


                                       36

North America

     BP is the  leading  natural  gas  producer  in North  America,  the world's
largest natural gas market.  We are building our natural gas and power marketing
and trading  business in North  America upon this strong  foundation.  Our North
American  total  natural gas sales  volumes have grown from 5.4 bcf/d in 1999 to
9.7 bcf/d in 2000 and to 13.4 bcf/d in 2001. Of these  volumes,  4.1 bcf/d (2000
3.6 bcf/d)  were  supplied  from BP  upstream  producing  operations.  The sales
volumes were a mixture of sales to commercial and industrial customers, sales to
trade counter parties and term sales.

     Our North  America  natural gas  marketing  and trading  strategy  seeks to
maximize  returns  from  building a  distinctive  network of  connected  assets,
customers  and  activities  thereby  optimizing  our  portfolio and supply chain
management and adding value through  trading.  These assets could be owned by BP
or contractually  accessed through  agreements with our customers or other third
parties. The extension of this network of assets is the principal purpose of our
capital  expenditure  programme in North  America for our  marketing and trading
activities.



                                                                 Years ended December 31,
                                                                 ------------------------
NGL sales volumes                                               2001      2000       1999
                                                               -----     -----      -----
                                                               (thousand barrels per day)
                                                                           
UK.......................................................         --        --         --
Rest of Europe...........................................         --        --         --
USA......................................................        221       154        115
Rest of World............................................        189       195        192
                                                               -----     -----      -----
Total....................................................        410       349        307
                                                               =====     =====      =====


     The  transfer of the North  American  NGL business to Gas and Power in 2001
recognizes that NGLs are an integral part of the overall natural gas value chain
and will also take advantage of our natural gas marketing and trading skill base
in North  America.  The majority of BP's NGLs are marketed on a wholesale  basis
under annual supply  contracts that provide for price  redetermination  based on
prevailing market prices.  2001 sales volumes of NGL averaged 410 mb/d (2000 349
mb/d).  NGLs are also  supplied to our  chemical  and  refining  activities.  We
operate  natural gas  processing  facilities  across North  America with a total
capacity of 8.3 bcf/d. We own or have an interest in five fractionator plants in
Canada  and the  United  States.  Two of these  are  located  in  Canada in Fort
Saskatchewan,  Alberta and Sarnia,  Ontario, and three are located in the United
States in Hobbs, New Mexico, Baton Rouge, Louisiana and Mont Belvieu, Texas.

United Kingdom

     The natural gas market in the UK is  significant  in size and is one of the
most  progressive  in terms of  deregulation  when compared with other  European
markets.  BP is the largest producer of natural gas in the UK. Total natural gas
sales in the UK were 2.5 bcf/d in 2001, 2.5 bcf/d in 2000 and 1.7 bcf/d in 1999.
Of these  volumes 1.7 bcf/d  (2000 1.7 bcf/d and 1999 1.3 bcf/d)  were  supplied
from our upstream  producing  operations.  Some of the natural gas is sold under
long-term  natural gas supply  contracts  to  customers  such as  Centrica,  the
largest distributor of gas in the UK. However, the majority of natural gas sales
are to commercial and industrial  customers,  power generation companies and via
long-term  supply  deals with  other gas  wholesalers.  We also  trade  physical
natural gas on the UK spot market.

     From  October 1, 2001 we have  agreed to purchase 56 bcf of natural gas per
annum for 15 years from Statoil, a Norwegian oil and natural gas producer.  This
is the first  significant  contract  for natural gas supplies to the UK from the
Norwegian continental shelf since the Frigg contract in 1977.

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

Rest of Europe

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

     In  northern  Europe,  we  have  established  marketing  activities  in the
Netherlands,  Belgium,  France and  Germany.  In March  2001,  we acquired a 51%
interest in Pmax Portfolio  Management GmbH (Pmax),  based in Hamburg,  Germany.
Pmax is an electricity  marketing company,  which markets  electricity to medium
and large  customers in Germany.  This  investment has enabled the growth of our
energy marketing business in Germany and extends our energy services and trading
opportunities within northern Europe.


                                       37


     As part of the Veba deal, we announced the proposed divestment of our 25.5%
interest in Ruhrgas.  This sale has since been  prohibited by Germany's  Federal
Cartel Office  although the decision is being  appealed to the German  Economics
Ministry, which is expected to rule in mid-2002.

     In southern Europe we maintained our focus on Spain and Italy.  The Spanish
natural gas market has continued to grow and it is liberalizing largely ahead of
the rest of  continental  Europe.  We built on our  position  of being the first
foreign  company  to secure a licence  permitting  us to market  natural  gas to
industrial  consumers  outside the former  monopoly,  by growing the business to
maintain  some 7% of the  eligible  industrial  market  by the end of  2001.  To
achieve our growth,  BP emerged  with the  maximum  25% share  allowed  from the
Release Gas  programme  run by the Spanish  authorities  (this was the programme
which  required the  incumbent  Spanish  natural gas supplier,  Gas Natural,  to
release  150  bcf of  natural  gas to new  entrants  over a 2 year  period  from
December  2001) and we added a major LNG supply  contract from a Middle  Eastern
supplier  backed by leasing  an LNG  carrier.  We used the power  commercializer
license  we were  awarded  in  December  2000 to  market  power to a set of test
industrial  consumers in Spain's liberalized power market. Italy continues to be
a significant  and growing  natural gas and power market (the second  largest in
Continental Europe) which is liberalizing and presenting opportunities to us.

International Gas and LNG

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

     Construction is underway on the Bahia de Bizkaia project in Bilbao,  Spain,
an integrated  97.1 billion cubic feet per annum LNG  import/regasification  and
800 megawatt combined cycle,  gas-fired power generation facility.  BP has a 25%
equity share in the facility and BP equity  natural gas from Trinidad and Tobago
will supply the facility.  After regasification of the LNG, approximately 40% of
the natural gas will feed the power plant,  while the remaining natural gas will
be fed into the local natural gas distribution system.

     China is another  area of activity.  Currently,  natural gas meets only two
percent of China's energy needs, but this is expected to increase significantly.
BP  announced  in March 2000 that it had plans to form a natural  gas  marketing
joint venture with  PetroChina  aimed at supplying the growing energy markets of
eastern China.  Longer term, the alliance  allows BP to be involved in marketing
natural  gas from  East  Siberia  where BP has an  interest  in the  substantial
undeveloped Kovyktinskoye field. In 2001, BP was selected as the foreign partner
in the joint venture tasked to develop the Guangdong project,  China's first LNG
import  terminal  near the city of Shezhen.  Phase 1 of the project  will have a
capacity of 3 million tonnes a year and an associated 300 kilometres of pipeline
to link the terminal to the region. Guangdong is due on stream in 2006.

     In a major step  forward  for the  Pertamina  and BP  operated  Tangguh LNG
Project  in  eastern  Indonesia,  Pertamina  signed a Letter of Intent  (LOI) in
November  2001  for  delivery  of LNG to  GNPower  of the  Philippines.  The LOI
provides  for an exclusive  period for  Pertamina  and GNPower to negotiate  the
supply of LNG from Tangguh field.

     The development of the LNG business requires the development of appropriate
LNG  shipping  capacity.  During  2000,  BP ordered two LNG tankers from Samsung
Heavy  Industries  for  delivery in 2002 and 2003,  together  with options for a
further  three  ships.  The first of these  options was  exercised  in the first
quarter of 2001 for delivery in 2003.

     As described  under the heading  Exploration  and  Production  -- Midstream
activities  -- Liquefied  Natural Gas, our major LNG supplies are from  Trinidad
and Tobago,  VICO in  Indonesia,  ADGAS in Abu Dhabi and the North West Shelf in
Australia.

Power Activities

     This business  sector  primarily  participates  in (i) power  projects that
support monetization of our equity natural gas and (ii) cogeneration projects on
advantaged BP sites e.g., refining and chemical manufacturing sites. In addition
to power  marketing and trading  discussed  above, we are also involved in three
power generation  construction projects,  including the Bahia de Bizkaia project
covered above.




                                       38


     Following  the  announcement  of power  development  plans at BP's  largest
refining and petrochemical complex,  located in Texas City, Texas,  construction
work at the site  began  in 2001  for the  development  of a  570-megawatt  (MW)
cogeneration  plant as a 50:50 joint venture with Cinergy  Solutions,  Inc. This
project is expected to provide  low-cost  steam,  power and process  heat to our
refining and chemicals  businesses.  The project is further  expected to provide
improved generation  efficiency,  reduced power costs and reduced nitrogen oxide
emissions  at the site.  BP will supply  natural gas to the plant and its excess
generation  capacity  will  be used  to  support  power  marketing  and  trading
activities.

     In  December  2000,  our 400 MW  gas-fired  power  plant  project  at Great
Yarmouth  in the UK entered  its  commissioning  phase.  Commissioning  has been
delayed  throughout  2001 due to technical  problems.  Work is underway with the
view to making it fully operational during 2002. We plan to operate this project
as a merchant  plant,  i.e. a power  plant that sells  electric  power to 'spot'
customers, and BP is expected to provide natural gas to the plant.





                                       39


                             REFINING AND MARKETING

     Our  Refining  and  Marketing  business is  responsible  for the supply and
trading,  refining,  marketing  and  transportation  of crude oil and  petroleum
products to wholesale and retail customers.  BP markets its products in over 100
countries.  It operates primarily in Europe and North America,  but also markets
its products  across South America,  Australasia and in parts of South East Asia
and Africa.



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                2001      2000       1999
                                                               -----     -----      -----
                                                                        ($ million)

                                                                          
Turnover (a).............................................    120,233   107,883     60,143
Total replacement cost operating profit..................      3,625     3,523      1,614
Total assets.............................................     43,102    45,785     26,099
Capital expenditure and acquisitions.....................      2,415     8,693      1,571

                                                                      ($ per barrel)
Global Indicator Refining Margin (b).....................       4.06      4.22       1.24
----------


     (a)  Excludes BP's share of joint venture turnover of $403 million in 2001,
          $13,112 million in 2000 and $17,117 million in 1999.

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

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

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

     We  are  one  of  the  leading  refiners  and  marketers  of  gasoline  and
hydrocarbon  products  in the  USA.  We have  extensive  retail  and  commercial
businesses  in the UK,  the Rest of Europe,  Australasia,  Africa and South East
Asia.  Worldwide,  BP continues to be a leading  marketer of fuels,  served by a
refining network with key refineries among the top performers in their regions.

     The merger of BP and Amoco on  December  31, 1998 and the  acquisitions  of
ARCO,  Burmah  Castrol and  ExxonMobil's  interest in the fuels  business of the
BP/Mobil European joint venture in 2000 substantially  strengthened our position
in refining and marketing in the USA, UK, and Western Europe.

     With  effect  from  February 1, 2002,  BP  acquired  Veba Oil's  retail and
refining assets in Germany and Central Europe. The Veba acquisition makes BP the
market  leader in  Germany  and  Austria,  and  substantially  strengthens  BP's
position  in Poland and in several  other  Central  European  countries.  Veba's
retail  stations are branded Aral. Veba has interests in five high quality clean
fuels refineries in Germany.

     In 2001, BP completed the integration of Burmah  Castrol,  sold its Mandan,
North  Dakota,  and  Salt  Lake  City,  Utah  refineries  and  restructured  its
commercial  business in Northern  Europe.  Growth in the number of  employees in
other  areas was more than  offset by these  activities  with  employee  numbers
decreasing from 67,000 at the start of the year to 64,600 at the year end.


                                       40


Refining

     In refining,  our key objective is to safely operate an advantaged refining
system  more  profitably  than  those  of our  competitors.  For BP,  advantaged
characteristics  relate to supply - the  refinery's  position in relation to the
market;  clean fuels - how the refinery  supports our clean fuels strategy;  and
integration  value - how the refinery adds value by virtue of  integration  with
other parts of the Group's  business.  Refining's focus remains  continued safe,
reliable,  and efficient  operations,  income  growth,  and increased  supply of
cleaner burning transport fuels for BP's Clean Cities programme.

     In line with the Company's global refining  strategy,  to retain only those
refineries that either provide advantaged supplies for its marketing operations,
or are integrated with other parts of the business, BP completed the sale of its
Salt Lake City,  Utah,  and  Mandan,  North  Dakota  refineries  to  Tesoro,  on
September 6, 2001.  BP has reached  agreement  with Giant  Industries,  Inc. for
Giant to acquire  BP's wholly owned  Yorktown,  Virginia  refinery;  the sale is
anticipated  to close in the second  quarter of 2002. BP has also  announced the
intention  to sell its 33% equity  interest in the  Singapore  Refining  Company
(SRC).

     In the US, BP owns and operates  five large modern  fuels  refineries  with
extensive clean fuel capability consistent with our strategy.  These are located
in Texas City, Texas; Whiting,  Indiana;  Toledo, Ohio; Carson City, California;
and Cherry Point, Washington.

     In Europe,  BP operates  seven fuels  refineries.  These are  Bayernoil  in
Germany,  Castellon  in Spain,  Coryton  and  Grangemouth  in the UK,  Lavera in
France,  Mersin in Turkey, and Nerefco in the Netherlands.  All are wholly owned
by BP except  Bayernoil,  Mersin,  and Nerefco,  where BP's equity interests are
55%, 68%, and 69%, respectively.  Additionally,  BP has a 17% equity interest in
the  Reichstett  refinery  in  France,  and  wholly  owns the  Hamburg,  Germany
lubricants  refinery.  BP has  announced  a major  restructuring  project at the
Grangemouth  refinery in 2002 to increase the long-term  competitiveness  of the
refinery and chemical complex.

     In the rest of the world BP operates three principal refineries.  These are
located at Bulwer Island, Australia,  Kwinana, Australia,  and Singapore. Both
Australian refineries are wholly owned by BP.

     BP also has a 50%  interest in the Durban,  South  Africa  refinery,  a 24%
interest in the Whangarei,  New Zealand  refinery,  and a 13% equity interest in
the Mombasa, Kenya refinery.

     With effect from February 1, 2002 BP acquired a 51% stake in Veba Oil. Veba
Oil owns the  Lingen  refinery  and has  interests  in four other  refineries  -
Gelsenkirchen (50%), Schwedt (18.75%),  Miro (12%), and Bayernoil (12.5%). These
interests  are held  through Ruhr Oil, a 50/50 joint  venture with  Petroleos de
Venezuela  SA (PdVSA).  Veba's total net  refining  capacity  amounts to roughly
310,000  barrels  per  day.  Besides  adding  refining  capacity  in  advantaged
geographic   areas,   we  believe   that  the  addition  of  these  plants  will
significantly enhance BP's clean fuels capability within Central Europe.



                                       41


     The  following  table  outlines  by  region  the  volume  of crude  oil and
feedstock processed by BP for its own account and for third parties, and for the
Group by other refiners under processing  agreements.  Corresponding BP refinery
capacity utilization data are summarised.



                                                                 Years ended December 31,
                                                                 ------------------------
Refinery throughputs                                            2001      2000       1999
                                                               -----     -----      -----
                                                                (thousand barrels per day)

                                                                             
UK (a)...................................................        364       324        271
Rest of Europe (a).......................................        663       602        540
USA......................................................      1,526     1,625      1,340
Rest of World............................................        376       365        371
                                                               -----     -----      -----
                                                               2,929     2,916      2,522
For BP by others.........................................         14        12         19
                                                               -----     -----      -----

Total....................................................      2,943     2,928      2,541
                                                               =====     =====      =====

Refinery capacity utilization
Crude distillation capacity at December 31, (a) (b)......      3,259     3,203      2,801
Crude distillation capacity utilization (c)..............         94%       95%        95%
  USA....................................................         95%       97%        95%
  Europe.................................................         94%       96%        94%
  Rest of World..........................................         93%       87%        96%


----------

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

(b)  The crude distillation  capacity figures are based on gross rated capacity,
     which  assumes no loss of capacity due to  shutdowns.  The figures for 2001
     reflect  the sale of the Salt Lake  City,  Utah and  Mandan,  North  Dakota
     refineries.  The figures for 2000  reflect the  unwinding  of the  BP/Mobil
     European  joint  venture,  the Alliance,  Louisiana  refinery sale, and the
     acquisition  of  ARCO's  two west  coast  fuels  refineries:  Carson  City,
     California and Cherry Point, Washington.

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

Marketing

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

     The following  table sets out refined  product sales by area. A significant
increase  in sales was  achieved  in 2001 as a result of the full year impact of
the acquisition in 2000 of ARCO,  Burmah Castrol and  ExxonMobil's  interests in
the BP/Mobil European fuels business.




                                       42



                                                                 Years ended December 31,
                                                                 ------------------------
Sales of refined products (a)                                   2001      2000       1999
                                                               -----     -----      -----
                                                                (thousand barrels per day)
                                                                            
Marketing sales:
  UK (b)(c)..............................................        266       256        235
  Rest of Europe (b).....................................      1,062       901        794
  USA....................................................      1,866     1,783      1,427
  Rest of World..........................................        603       480        423
                                                               -----     -----      -----
Total marketing sales (d)................................      3,797     3,420      2,879
Trading/supply sales (d).................................      2,409     2,103      1,816
                                                               -----     -----      -----
Total refined products...................................      6,206     5,523      4,695
                                                               =====     =====      =====
                                                                      ($ million)
Proceeds from sale of refined products (b)...............     82,241    74,239     41,497


----------

(a)  Excludes sales to other BP businesses.

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

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

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

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



                                                                 Years ended December 31,
                                                                 ------------------------
Marketing sales by product                                      2001      2000       1999
                                                               -----     -----      -----
                                                                (thousand barrels per day)
                                                                             
Aviation fuel............................................        515       474        366
Gasolines................................................      1,659     1,512      1,298
Middle distillates.......................................      1,077       945        765
Fuel oil.................................................        351       338        319
Other products...........................................        195       151        131
                                                               -----     -----      -----
Total marketing sales ...................................      3,797     3,420      2,879
                                                               =====     =====      =====


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

     Our objective is to create a more capital-efficient, higher-return business
by  differentiating  where we choose to invest  directly  from  where we seek to
invest  through  partners.  In  addition we  recognize  that our  customers  are
demanding a wider choice of fuels,  particularly fuels that are cleaner and more
efficient.  Through our integrated refining and marketing  operations we believe
we are able to meet these customer needs.

     During 2001 we continued  implementation of our clean fuels initiative with
BP marketing cleaner fuels in 113 cities at December 31, 2001.

Retail

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




                                       43




                                                                 Years ended December 31,
                                                                 ------------------------
Shop sales (a)                                                  2001      2000       1999
                                                               -----     -----      -----
                                                                        ($million)
                                                                             
UK.......................................................        458       357        265
Rest of Europe...........................................        904       663        569
USA......................................................      1,510     1,251        542
Rest of World............................................        362       353        365
                                                               -----     -----      -----
Total....................................................      3,234     2,624      1,741
                                                               =====     =====      =====
Direct-- managed.........................................      1,650     1,397        994
Franchise................................................      1,504     1,154        707
Shop alliances...........................................         80        73         40
                                                               -----     -----      -----
Total....................................................      3,234     2,624      1,741
                                                               =====     =====      =====



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

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

     In 2001, we opened 335 new BP Connect  sites  primarily in the UK and US as
part of our retail  strategy  that builds on our  advantaged  locations,  strong
market positions and brand.  These new BP Connects include new sites,  razed and
rebuilt sites, and extensive upgrading and remodeling of some existing stations.
The BP  Connect  sites  offer our  customers  cleaner  fuels,  a wider  range of
services  and a  distinctive  food  offer.  In  addition,  over  4,600  stations
worldwide were reimaged to the new BP Helios.

     At the  same  time as we are  rolling  out the new  convenience  offer,  we
continue to improve the efficiency of our retail  network by reducing  operating
costs through a process of regularly reviewing the network. Actions taken during
2001 have included  divesting  sites and networks,  principally in those markets
where our growth will be focused on a fuels only offer delivered through dealers
and jobbers.  Alongside  this activity,  we have  continued to upgrade  existing
sites and invest in new sites,  principally in markets where we believe there is
growing demand for our full convenience offer.

     At December 31, 2001,  there were  approximately  26,800 BP, Amoco and ARCO
branded service stations worldwide, some 2,200 less than at the end of 2000. The
Veba Oil  acquisition  will add  approximately  3,000  Aral-branded  stations in
Central  Europe prior to  regulatory  required  divestments.  Subsequent  to the
integration  of the  Aral-branded  stations the worldwide  number of stations is
expected  to decline  over the next few years as we  continue  to  optimize  the
efficiency of our retail network.

     At December 31, 2001, BP's retail network in the USA comprised about 15,500
service stations of which approximately  10,600 were jobber owned.  Developments
in the USA during 2001 included the divestment of about 500 service  stations in
line with the  strategy  to  concentrate  ownership  of real  estate in  markets
designated  for  development of the  convenience  offer and stations and jobbers
previously  supplied  from BP's Mandan,  North  Dakota and Salt Lake City,  Utah
refineries.  In the US, we  opened  196 BP  connect  sites  and  reimaged  1,525
stations to the new BP Helios.

     In the UK and the  Rest of  Europe,  BP's  network  comprised  about  7,500
service  stations at December 31, 2001.  We opened 80 BP Connects in Europe with
the  majority  being in the  metropolitan  London area and  reimaged  throughout
Europe  approximately  3,000  stations  to the new BP  Helios  image.  The  Veba
acquisition has  significantly  strengthened  our retail position in Germany and
Central Europe making BP the market leader in Germany and Austria by adding over
2,500 stations in Germany and 155 stations in Austria.  In Central Europe,  Aral
has  over  130  stations  in the  Czech  Republic,  Slovakia  and  Hungary.  The
combination  of the BP and Aral network in Poland  makes BP the largest  foreign
oil company in Poland with over 270 stations.  In Russia, we continued to expand
our retail network by adding seven stations in 2001 bringing our total number of
stations in the Moscow metropolitan area to 34 at December 31, 2001.




                                       44


     At December 31, 2001 BP's retail network in the rest of the world comprised
some  3,800  service  stations.   Our  established  networks  are  primarily  in
Australia,  New Zealand,  Southern  Africa and South East Asia. BP is growing in
China  through  two  strategic  alliances.  BP's  alliance  with  Petrochina  in
Guangdong  Province in the coastal  region of China had 201 stations at December
31,  2001,  105 of which BP  reports as its share of the joint  venture.  BP has
agreed in  principle  with  Sinopec  to form a second  alliance  through a joint
venture to acquire,  revamp or build 500 fuels  service  stations in the Zhejang
Province,  east China.  The  dual-branded  service  stations  will sell gasoline
produced by Sinopec and sell other petroleum  products supplied by each partner.
The Sinopec joint venture is expected to start  development of sites in 2002. In
addition,  BP has 112  stations in Venezuela  and 15 stations in Mexico.  BP has
agreed to sell its 21 service  stations  in Japan to Japan  Energy with the sale
expected  to be  completed  in the first  half of 2002.  BP's  exit from  retail
marketing  in Japan is not  expected  to have any  impact on its other  business
activities there.

Commercial and Industrial

     In our Commercial and Industrial  business we aim to attract more customers
through  innovation in multi-product  offers and cleaner fuels,  packaged with a
range of value-added  services and solutions,  thus aiming to increase  customer
spend and growth in volumes at above the rate of market growth. For example, our
offer to  Commercial  and  Industrial  customers  has  expanded to include  BP's
flexible  pricing  mechanism  complete  with a range of clean  fuels and  energy
saving   lubricants.   Our  Commercial  and  Industrial   business  operates  in
Australasia,  Europe,  Southern Africa and the USA. In 2001, BP restructured its
small volume  domestic and commercial  fuels  business  exiting some markets and
consolidating operations in other markets.

     Our aviation  business  sells jet and other  aviation fuels to airlines and
general aviation  customers as well as providing  technical services to airlines
and airports.  During the last few years, our aviation business has strengthened
its position in established markets and pursued opportunities in new or emerging
markets. The business now markets in approximately 95 countries and is the third
largest jet fuel  supplier  globally.  The effect of the events of September 11,
2001 has been a reduction in aviation sales volumes.

Lubricants

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

     BP markets  through  its two major  brands,  Castrol  and BP,  and  several
secondary  brands  including  Duckhams  and Veedol.  The Veba  acquisition  will
increase  our  lubricants  position  in  Central  Europe  as the  Aral  brand is
integrated into the BP Lubricants organization.

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

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

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

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

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




                                       45

Supply and Trading

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

Transportation

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

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

     Bulk products are transported  between  refineries and storage terminals by
pipeline,  ship,  barge, and rail.  Onward delivery to customers is primarily by
road. We have  interests in nine major product  pipelines in the UK and the Rest
of Europe and six in the USA.

     During 2001 BP sold several  transportation  assets directly connected with
BP refineries that had been divested including the products pipelines associated
with the Alliance,  Louisiana refinery,  the products and crude lines associated
with the Mandan, North Dakota refinery, and BP's 43.75% interest in the Frontier
Pipeline crude oil pipeline associated with the Salt Lake City, Utah refinery.

     BP also sold its 26.5%  interest in the Pacific  Pipeline in June 2001, and
in March 2002 sold its interests in three Rocky Mountain pipelines.


Shipping

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

     At December  31,  2001 the Group  controlled  or operated an  international
fleet of five Product Carriers,  totalling approximately 0.19 million deadweight
tons (dwt).  Excluding BP companies in the USA, the Group had fourteen crude oil
tankers (six Very Large Crude Carriers (VLCCs), and eight Medium Crude Carriers)
totaling approximately 2.88 million dwt.

     It also  had an  interest  in six  LNG  carriers  which  are  dedicated  to
transportation of Australian North West Shelf natural gas.

     BP  Companies  in the USA had 19 tankers  (ten Large Crude  Carriers,  four
Medium Crude Carriers and five Product Carriers),  totalling  approximately 1.84
million dwt on long-term charter.  BP owns four barges totalling 0.1 million dwt
and has four vessels under construction totalling 0.64 million dwt.

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




                                       46


                                    CHEMICALS

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



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                2001      2000       1999
                                                               -----     -----      -----
                                                                        ($ million)

                                                                           
Turnover (a).............................................     11,515    11,247      9,392
Total replacement cost operating profit .................        128       760        686
Total assets.............................................     15,098    13,674     13,021
Capital expenditure and acquisitions.....................      1,926     1,585      1,215
                                                                         ($/tonne)
Chemicals Indicator Margin (b)...........................        108(c)    126 (d)    114


----------

(a)  Excludes BP's share of joint venture  turnover of $102 million in 2001, $67
     million in 2000, and nil in 1999.

(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.  Among the products and businesses  covered in the
     CIM are the olefins and derivatives, the aromatics and derivatives,  linear
     alpha  olefins,  acetic acid,  vinyl  acetate  monomers and  nitriles.  Not
     included are fabrics and fibers, plastic fabrications,  poly-alpha olefins,
     anhydrides,    engineering   polymers   and   carbon   fibres,   speciality
     intermediates,  and  the  remaining  parts  of  the  solvents  and  acetyls
     businesses.

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

(d)  Restated following review of product margins with Chem Systems.

     Chemicals margins are subject to industry cyclicality. The external drivers
of our results in 2001 were  determined  by market demand  levels,  new industry
supply starting up, pressures on feedstock prices,  portfolio  restructuring and
business  combination  activity.  In  2002,  the  chemical  industry's  external
environment is expected to continue to see margins under pressure.

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

     The Chemicals portfolio comprises three main sectors:

     Aromatics  and  Derivatives.  This  sector  comprises  the  production  and
conversion  of Aromatics  (Xylenes)  into  Purified  Isophthalic  Acid (PIA) and
Purified  Terephthalic Acid (PTA). PIA and PTA are chemical  intermediates  that
are used in the production of fibres, containers, films and coatings.

     Olefins and Polymers. The Olefins sector covers the production of the basic
building blocks of chemical intermediates, such as ethylene and propylene. These
are used in our  polymers  businesses  to produce a wide range of  polymers  for
commonly used products such as packaging, coatings, lubricants and detergents.

     Intermediates. This business sector adds value to raw materials produced by
our other chemicals  activities and includes acetic acid and other  derivatives.
Intermediates   are   used   by  the   automotive,   construction,   engineering
plastics and resins, consumer goods and packaging industries.

     Management of the portfolio is underpinned by five strategic tenets:

     Adding value to BP Group hydrocarbons.  As the petrochemicals arm of an oil
major, we believe this is a key element of our competitive advantage, notably by
allowing us to combine feedstock,  refining and chemical processing across large
integrated sites/systems.


                                       47

     Industry cost leadership. Continuing competitive pressures in the chemicals
industry  require  an  enduring  focus on cost  reduction  and we have made cost
management  an important  ongoing part of our  business.  We plan to continue to
reduce  underlying costs in 2002 through a number of targeted  actions,  such as
achieving  lower unit cost  procurement,  higher  efficiency  in our  conversion
processes and utilizing new technology applications.  We also intend to continue
to manage costs  structurally  by focusing our investment on a limited number of
world-class  manufacturing  sites.  By limiting the number of sites,  we benefit
from increased  economies of scale and integration of chemical  operations along
the various value chains associated with our portfolio.

     World  leading   technology.   We  believe   technology  will  continue  to
distinguish  the most  successful  companies  from  their  competitors.  Leading
technology makes us a preferred  supplier and a preferred joint venture partner.
We intend to maintain and extend our leadership in the fundamental  technologies
that  underpin  our  core  businesses.  BP  already  has  a  number  of  leading
technologies  in operation and is currently  investing in  production  capacity,
utilizing recent  breakthroughs  in butanediol,  vinyl acetate monomer and ethyl
acetate manufacture.

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

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

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

     During 2001, we  implemented  or announced a number of  structural  changes
that should  significantly  strengthen our position as the petrochemicals arm of
an integrated energy company.  The most significant  structural  changes were as
follows:

     --   In May 2001 we acquired from Bayer the 50% of  Erdoelchemie we did not
          already own.

     --   In November  2001 we finalized a  transaction  with  Solvay,  aimed at
          strengthening  our polymers  businesses  in both Europe and the United
          States.  Solvay  has  transferred  its US and  European  polypropylene
          businesses to BP. The two companies  have combined  their European and
          US  high-density  polyethylene  (HDPE)  businesses  to form BP  Solvay
          Polyethylene  Europe (BP share 50%) and BP Solvay  Polyethylene  North
          America (BP share 49%), respectively.  In addition, BP has transferred
          its engineering polymers business to Solvay.

     --   In February  2002 BP acquired a majority  stake in Veba Oil,  based in
          Germany.  Veba's petrochemicals  business,  based at Gelsenkirchen and
          Munchmunster,  with net  ethylene  capacity of 0.7 million  tonnes per
          year,  will help  meet BP's  future  chemical  feedstock  needs in the
          region.

     We intend to divest  the  Fabrications,  Fabrics  and  Fibers,  and  Burmah
Castrol  Chemicals  businesses  when the external  environment  is favourable as
these businesses do not satisfy the five strategic tenets described above.

Manufacturing Facilities

     BP has  large-scale  manufacturing  facilities  in Europe and the USA.  The
Group's major sites, with our share of their capacities are:  Grangemouth (2,851
kilotonnes  per annum  (ktepa)) and Hull (1,615  ktepa) in the UK; Lavera (1,825
ktepa) in France;  Marl (628  ktepa) and Koln  (4,276  ktepa) in  Germany;  Geel
(2,075 ktepa) in Belgium; and Texas City, Texas (2,654 ktepa),  Chocolate Bayou,
Texas (3,285 ktepa),  Decatur,  Alabama (2,176 ktepa),  and Cooper River,  South
Carolina (1,332 ktepa) in the USA.

     We also aim to grow in the Asia-Pacific  region, which offers prospects for
demand growth. The intention is to build further on the positions that the Group
now holds in the region through planned investment and commercial relationships,
such as joint  ventures.  Our share of capacity  in Asia  amounts to about 3,000
ktepa as follows:  Indonesia  (550 ktepa),  Korea (828 ktepa),  Malaysia  (1,291
ktepa), Taiwan (663 ktepa), China (107 ktepa),  Philippines (60 ktepa) and Japan
(43 ktepa).





                                       48




                                                                 Years ended December 31,
                                                                 ------------------------
Production by region (a)                                        2001      2000       1999
                                                               -----     -----      -----
                                                                     (thousand tonnes)

                                                                           
UK.......................................................      3,125     3,137      3,737
Rest of Europe...........................................      7,925     6,713      5,993
USA......................................................      8,943     9,874      9,917
Rest of World............................................      2,723     2,341      2,206
                                                              ------    ------     ------
Total production.........................................     22,716    22,065     21,853
                                                              ======    ======     ======


----------

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

     The following  table shows BP production  capacity by major products and by
product group at December 31,2001.



                                                                           Intermediates
                                               Aromatics         Olefins             and
                                         and Derivatives    and Polymers    Fabrications     Total
                                         ---------------    ------------   -------------    ------
                                                         (thousand tonnes per annum)
                                                                                 
Purified terephthalic acid.............            5,594              --              --     5,594
Ethylene...............................               --           4,004              --     4,004
Paraxylene.............................            2,702              --              --     2,702
Polypropylene..........................               --           3,091              --     3,091
Styrenics..............................               --           1,538              --     1,538
Polyethylene...........................               --           2,483              --     2,483
Acetic acid/anhydride..................               --              --           2,260     2,260
Linear/poly alpha-olefins..............               --              --           1,280     1,280
Acrylonitrile..........................               --              --             949       949
Other .................................              151           3,281           4,534     7,966
                                                  ------          ------          ------    ------
Total production capacity (a)                      8,447          14,397           9,023    31,867
                                                  ======          ======          ======    ======


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

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

     The production  capacity  increase from 2000 of  approximately  5,000 ktepa
resulted  from our  acquisition  of the 50% share of  Erdoelchemie,  the  Solvay
transaction and organic growth from new plants and de-bottlenecking.

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

Aromatics and Derivatives

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

Products

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

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



                                       49


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

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

Major Activities

     --   Two new PTA plants are under  construction in China and Taiwan,  which
          will use BP's new PTA  technology.  The  Zhuhai (BP 85%) unit in China
          should add 350-ktepa capacity.  A new plant at our CAPCO joint venture
          in Taiwan (BP 50%) should add a further  700-ktepa  capacity.  The new
          Zhuhai and CAPCO  units are both  expected to  commence  operation  in
          2003.

     --   Advanced  manufacturing  technology  projects were  completed at Texas
          City and Decatur  during 2001.  These  initial  projects are part of a
          broader plan to  implement  the  introduction  of leading edge process
          technology and control systems.

     --   The  de-bottlenecking  of the PTA No. 3 unit at Geel was  successfully
          completed, increasing capacity by 100 ktepa to 600 ktepa. This project
          had demonstrated the ability to stretch our in-house technology.

     --   Options were  developed for site and  technology for the next European
          PTA  investment  (PTA No. 4).  This is  intended  to be a  world-scale
          development   sited  in   northwestern   Europe  to  take  account  of
          integration with customers and feedstock.

     --   Joint  efforts  with  Downstream  resulted  in a project  to source PX
          feedstock from BP Group  refineries.  This project has the two aims of
          enabling  northwestern  European  refineries to meet the  increasingly
          strict gasoline  aromatic content  regulations and bringing  feedstock
          supply for PX in house.

     --   BP, in collaboration with several industry  partners,  has developed a
          polyethylene  terephthalate  (PET) beer  bottle that is believed to be
          technically  best in class and cost  competitive  with  glass.  Market
          evaluation  and roll out is  expected  to occur in the  first  half of
          2002. The vision is to establish PET as a competitive  third packaging
          material in the global beer market, developing substantial new markets
          for BP's polyester intermediate product lines.

Olefins and Polymers

     Our goal is to  achieve a strong  polymers  market  position.  Through  the
dissolution  of our Appryl joint  venture we acquired  operational  control of a
polypropylene   plant  at  Grangemouth,   UK.  The  Solvay  deals  increase  our
polypropylene  business and our interests in global HDPE and the  additional 50%
share of Erdoelchemie (now called BP Cologne) represents an increase of some 10%
of our total chemicals production volumes. The Veba acquisition further enhances
our olefins production capability.  In addition to these  business-repositioning
changes, we will continue to invest in our existing businesses.  We aim to build
on our existing  technology  base,  which  includes  metallocene  catalyst,  the
proprietary technology used in Innovene,  our gas-phase polyethylene  production
process.  Our product  portfolio is biased to differentiated  products,  such as
HDPE and  polypropylene,  which are  further  enhanced as a result of the Solvay
transaction.

Products

     We produce and market the basic  petrochemical  building  blocks,  known as
feedstocks, that are used primarily as raw material for other chemical products.
Feedstock  chemicals  are derived from the steam  cracking of liquid and gaseous
hydrocarbons.  The olefins - ethylene, propylene and butadiene - are produced by
crackers at Grangemouth,  UK; Lavera,  France  (Naphtachimie - BP 50%); Cologne,
Germany and Chocolate Bayou,  Texas.  Olefins are also  manufactured by Ethylene
Malaysia Sdn. Bhd. (BP 15%) at Kertih,  Malaysia.  Our  production  share of the
Veba crackers at Gelsenkirchen and Munchmunster will be added during 2002. These
crackers  produce the raw  materials for the  production of derivative  products
including  polyethylene,  polypropylene,  acrylonitrile,  styrene,  ethanol  and
ethylene oxide, which are also produced at various BP plants.




                                       50


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

     During  2001  BP  gained  clarification  on the  license  to  operate  with
metallocene catalysts for its Innovene gas phase polyethylene process, following
an  agreement  between  BP and other  interested  parties.  The  combination  of
metallocene   catalysts  with  the  Innovene  process  produces   differentiated
polyethylene  film products  that have an improved  balance of  performance  and
processability  compared  to  traditional  metallocene  or  Ziegler-Natta  based
materials.

     We are one of Europe's leading producers of polyethylene;  the world's most
widely used plastic. BP operates linear low-density  polyethylene (LLDPE) plants
at  Grangemouth  in  the  UK and  Cologne  in  Germany.  Cologne  also  produces
low-density  polyethylene (LDPE). We also produce LLDPE through PT Peni (BP 75%)
at Merak,  Indonesia  and through  Polyethylene  Malaysia  Sdn. Bhd. (BP 60%) at
Kertih,  Malaysia.  BP Solvay  Polyethylene  Europe (BP 50%) has HDPE  plants at
Grangemouth,  UK; Antwerp,  Belgium; Sarralbe and Lavera, France; and Rosignano,
Italy.  In addition  BP Solvay  Polyethylene  North  America (BP 49%) has a HDPE
plant at Deer Park, Texas.

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

Major Activities

     --   A 270-ktepa ethylene expansion at Grangemouth was commissioned late in
          2001.  The  expansion  boosts  Grangemouth's  ethylene  capacity  to 1
          million tonnes.  This  additional  production will feed new derivative
          plants at both Grangemouth and Hull.

     --   BP  completed  the  purchase  of  Bayer's  50%  stake in  Erdoelchemie
          (renamed BP Cologne) in May 2001.

     --   The  transaction  with Solvay has made BP the world's  second  largest
          producer  of  polyproylene  (and the  largest  in North  America)  and
          positioned  BP as the  world's  fourth-largest  polyolefins  producer.
          However, due to the current difficult business  environment,  we idled
          205 ktepa of  polypropylene  capacity at Chocolate Bayou in the fourth
          quarter of 2001 and in March 2002 we announced its permanent  closure.
          Also  in  March  2002  we  announced  the  closure  of our  261  ktepa
          polypropylene facility at Cedar Bayou.

     --   Restructuring  programmes  were begun at sites in Cologne,  Lavera and
          Grangemouth to realize incremental integration value.

     --   The company announced its intention to shut down an older polyethylene
          production unit, Rigidex 2, within the Grangemouth  chemicals site. BP
          also closed its LDPE  manufacturing  operations  at Wilton on Teesside
          due to difficult market conditions.

     --   During 2001 the Chocolate  Bayou and Texas City sites were  integrated
          into a single  management  structure to increase  standardization  and
          take  advantage of the overall  scale and buying power of the combined
          BP chemicals and refining activities in south Houston.

     --   A major fire at Chocolate  Bayou in February  2001 was managed  safely
          and  efficiently  with  operations  restored by July and with  minimal
          impact to customers or internal businesses.  Record production volumes
          were achieved in October as operations became fully restored.

     --   Late in 2001 we  increased  our  interest in the Carson City  refinery
          polypropylene unit from 67% to 85%.

     --   In light of continuing difficult market conditions in the Philippines,
          BP is reassessing its involvement in the Bataan Polyethylene Co. plant
          (BP 39%).

     --   In December 2001 BP,  Sinopec and SPC announced the formation of SECCO
          (BP 50%) which plans to build a $2.7  billion  petrochemicals  complex
          near Shanghai.  The complex is expected to begin operation in 2005. In
          January  2002 we  announced a loan  agreement  worth $1.8 billion with
          nine domestic and two  international  banks to fund  two-thirds of the
          project.



                                       51


Intermediates

     As with Aromatics,  we aim to be number one or two in terms of market share
in markets where we compete.  New investments will build on existing  leadership
positions and distinctive technology.

Products

     The  intermediate  businesses  add value to raw  materials  produced by our
other chemicals businesses and include acetic acid and its derivatives;  a range
of solvents and industrial chemicals;  linear alpha-olefins (LAOs); polybutenes;
acrylonitrile;  TMA, used by the automotive,  construction,  consumer goods, and
packaging  industries;   butanediol  (BDO),  used  in  synthetic  materials  and
engineering  plastics;  and  maleic  anhydride  (MAN),  used in a wide  range of
plastics and resins.

     We are a major  supplier of acetic  acid,  a versatile  chemical  used in a
variety  of  products   such  as   foodstuffs,   textiles,   paints,   dyes  and
pharmaceuticals.  BP has acetyls operations in Europe, the USA, in Korea through
Samsung - BP Chemicals (BP 51%), in China through  Yangtze River Acetyls Company
(BP 51%) and in Malaysia through BP Petronas Acetyls Sdn. Bhd.(BP 70%)

     In Korea,  the Asian Acetyls  Company (BP 34%)  operates a 150-ktepa  vinyl
acetate monomer (VAM) plant. A new 250-ktepa VAM plant at Hull was  commissioned
during  2001 and the VAM  plant at  Baglan  Bay in Wales is due to close  during
2002.

     BP is a leading  supplier of polybutene  which we  manufacture  at Whiting,
Indiana  and at Lavera,  France.  A plant at Texas  City,  Texas is due to cease
production in 2002. Polybutene is used in fuel additives, lubricants, adhesives,
sealants,   cable  filling   compounds,   personal  care   products,   tackified
polyethylene, explosives and many other products.

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

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

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

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

Major Activities

     --   The  new  220-ktepa  ethyl  acetate  plant  at Hull  was  commissioned
          successfully in June 2001. The 110-ktepa  ethanol plant at Grangemouth
          is nearing  mechanical  completion and is due to start up during 2002.
          The  ethyl  acetate  investment  is based on BP's  innovative  'direct
          addition'  method,  which uses  ethylene  and acetic acid and does not
          require  ethanol  as a raw  material.  To supply  ethylene  to the new
          plants a  pipeline  has been  installed  between  Teesside  and  Hull,
          linking into the UK ethylene network.

     --   First  production  was achieved from a new 250-ktepa VAM plant at Hull
          late in 2001. The plant uses the proprietary BP LEAP technology  based
          on a fluid bed catalyst. The plant will replace production from Baglan
          Bay and the Enichem toll  manufacturing  agreement at Porto  Marghera.
          The capacity of the new plant is planned to increase to 300 ktepa.

     --   We  completed  construction  of a 250-ktepa  LAO facility at Joffre in
          Alberta,  Canada.  The plant started up in the fourth  quarter of 2001
          and is operating smoothly.



                                       52


     --   During 2001, both the phthalic anhydride and phthalates plants at Hull
          were closed.  These units are being  demolished  during 2002.  Late in
          2001, we announced  the closure of the S24 Acetate plant at Hull.  The
          plant,  which  manufactured  175 ktepa  of ethyl  acetate,  iso-propyl
          acetate and butyl acetate  closed at the end of 2001.  Also during the
          fourth  quarter  of 2001 we  announced  the sale of our butyl  acetate
          business to Ineos.  The sale will include the transfer of the 60-ktepa
          plant at Antwerp.

     --   We announced the  cessation of the  production of alcohols on our site
          at  Pasadena,  Texas.  The 60-ktepa  plant will stop during the fourth
          quarter  2002 when this site will  concentrate  on the  production  of
          LAOs.

     --   The  proposed  65-ktepa  TMA  plant at our  existing  PTA  complex  in
          Kuantan,  Malaysia  has  advanced  to  construction  bid  stage.  As a
          consequence of current market conditions,  this TMA plant construction
          has been temporarily suspended.




                                       53

                         OTHER BUSINESSES AND CORPORATE

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



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                2001      2000       1999
                                                               -----     -----      -----
                                                                        ($ million)

                                                                             
Turnover.................................................        783       249        198
Total replacement cost operating loss....................       (556)   (1,110)      (826)
Total assets.............................................      8,073    11,970      2,643
Capital expenditure and acquisitions (a).................        563    30,616        284


-----------

(a)  Capital  expenditure and  acquisitions in 2000 includes $27,506 million for
     the  acquisition of ARCO and $994 million for the  acquisition of interests
     in PetroChina and Sinopec.

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

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

     Finance  has in place a European  Debt  Issuance  Programme  (DIP) and a US
Shelf  Registration  under each of which the Group may raise an  aggregate of $6
billion of debt for  maturities of one month or longer.  At March 26, 2002,  the
amount drawn down against the DIP was $564 million,  and $1,500 million  against
the US Shelf Registration.

     BP Solar. Our solar energy business  increased  production and shipments by
30%  compared  with 2000,  selling a total of 55  megawatts  (MW) of solar panel
generating  capacity (2000, 42 MW). Major projects in 2001 included the purchase
of a new Madrid  facility  that will be one of the world's  largest solar plants
when  the  production  facility  upgrade  is  completed  in late  2002,  and the
completion  of a $48  million  project  to power 150  Philippine  villages - the
largest solar energy project to date.

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

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

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

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

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




                                       54


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

     Renewables and  alternative  fuels.  In renewables we are further  building
expertise  in wind  energy  with plans to  construct  a wind farm at our jointly
owned Nerefco refinery in the Netherlands. We are exploring market opportunities
for hydrogen and fuel cells through  participation in various industry  projects
and  organizations  promoting fuel cells and hydrogen fuels.  Examples include a
joint  project with  DaimlerChrysler,  First Bus,  Transport  for London and the
Energy  Savings Trust to introduce  three  hydrogen fuel cell buses to England's
capital;  and BP and Singapore's  Economic Development Board (EDB) have signed a
letter of intent to build  hydrogen  refueling  stations  for  future  Singapore
motorists.

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

     Integrated supply and trading. During 2001, BP brought together the trading
activities  in Gas and Power,  Refining and  Marketing  and Finance under single
leadership.  As Chemicals develops trading activities,  they will be included as
well.  The  financial  results of the  trading  activities  will remain with the
business streams.  This change provides the opportunity to improve our knowledge
transfer,  risk management,  control and assurance processes and to optimize our
systems investment.



                                       55


                       REGULATION OF THE GROUP'S BUSINESS

United Kingdom

     Licensing.  Pursuant to, among other things,  The  Petroleum Act 1998,  all
petroleum  existing in its natural  condition in strata in the UK or beneath its
territorial  waters  (including  its  continental  shelf) is the property of the
Crown,  and  licences to explore  for and produce it may be granted,  subject to
conditions,  by the  Secretary  of State for Trade and  Industry  (Secretary  of
State). These conditions include provisions relating to the term of the licence,
the  imposition  of  specific  drilling  obligations,  environmental  protection
controls,  controls over the development and  decommissioning of oil and natural
gas fields (including restrictions on production) and the payment of royalties.

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

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

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

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

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



                                       56


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

     Royalties.  Royalty  is  charged on the value of  production  from  certain
licences,  in most cases payable at a rate of 12.5%.  Royalty has been abolished
for fields which received  development consent after March 31, 1982.  Production
licences contain  provision for Royalty to be charged and separate rules (called
modes)  will apply  dependant  on where the  licence is located  and when it was
issued.  There are seven  separate  modes for  calculating  Royalty.  Royalty is
calculated by reference to six month chargeable  periods (CP) ending on June 30,
and  December 31, with a return and payment made two months after the end of the
CP. Certain modes provide for relief of conveying and treating expenditure.  The
relief varies considerably depending upon which mode applies. Some modes provide
no relief for expenditure.

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

United States

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

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




                                       57

                            ENVIRONMENTAL PROTECTION

Health, Safety and Environmental Regulation

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

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

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

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

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

Kyoto Protocol

     In  December  1997,  at the Third  Conference  of the Parties to the United
Nations Framework Convention on Climate Change in Kyoto, Japan, the participants
agreed on a system of differentiated internationally legally binding targets for
the first  commitment  period of  2008-2012.  The  range of  targets  in Annex I
countries  (OECD,  former Soviet Union and Eastern Bloc countries)  against 1990
levels of emissions is from -8% to +10% for a basket of the six main  greenhouse
gases. The USA agreed,  subject to ratification by the Senate, on a reduction of
7%,  and the  European  Union  on a  reduction  of 8%.  EU  member  states  have
undertaken  differentiated  commitments on the basis of 'burden sharing' to meet
the overall  Community target. If these targets are to be met, some reduction in
the use of fossil fuels would be required  within  countries which have ratified
the Kyoto  treaty,  although a portion of the  reduction  in  emissions  will be
delivered by switching to lower  carbon  fuels (for example  natural  gas).  The
impact of the Kyoto  agreements  on global  energy (and fossil  fuel)  demand is
expected to be small (see  International  Energy Agency  Global Energy  Outlook,
2000 Edition).

     At the Seventh  Conference of the Parties to the United  Nations  Framework
Convention  on  Climate  Change,  held in  Marrakech  in  November  2001,  broad
agreement was reached on many of the outstanding issues with the Kyoto Protocol.
In order to achieve this, a number of concessions  were made. The result is that
if  implemented,  the agreement will be likely to lead to  approximately  a 1.5%
reduction in greenhouse gas emissions in total across those  countries  expected
to  participate.  Overall,  global  emissions will continue to increase,  as the
energy demand of the developing  nations continues to increase  strongly.  It is
therefore  likely that,  in the medium term,  the global demand for fossil fuels
will increase, with gas taking the largest share of that growth.




                                       58


Legislation and Regulation

     The following is a summary of significant health,  safety and environmental
legislation affecting the Group in 2001.

United States

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

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

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

     Additionally,  the Clean Air Act imposes  specifications  for motor vehicle
fuels that significantly impact petroleum refining, transportation and marketing
operations.  In nine urban areas with the  highest  ozone  levels,  reformulated
gasoline (RFG) containing oxygenates,  lower levels of benzene, lower volatility
and reduced nitrogen oxides emissions was introduced beginning January 1995. The
levels of volatility  and nitrogen  oxides  emissions  standards  were tightened
again in January 2000,  with the  introduction  of Phase II RFG. BP manufactures
and markets  fuels in some of these nine  areas,  as well as in other areas that
chose to join the RFG programme.

     Since  1992,   gasoline  sold  during  the  winter  in   approximately   40
metropolitan areas with higher carbon monoxide levels must have higher levels of
oxygenates  such  as  methyl-tertiary-butyl-ether  (MTBE)  and  ethanol.  BP  is
providing  such  oxygenated  fuels  in a number  of US  markets.  Recently  some
environmental  groups and legislators have expressed opposition to the continued
use of MTBE as an oxygenate.  California has recently announced a ban on the use
of MTBE,  effective  January 2003, due to groundwater  contamination  and public
health  concerns.  Other  states and the US Congress  have either  passed or are
considering  legislation  to  restrict  or  eliminate  the  use  of  MTBE.  Some
metropolitan  areas have been able to achieve  compliance  with carbon  monoxide
standards and terminate their wintertime oxygenated fuels programmes.

     At  the  end  of  1999,  the  US  Environmental   Protection  Agency  (EPA)
promulgated its Tier 2/Gasoline  Sulphur  Programme.  This programme will impose
new tailpipe  emission  standards on all passenger  vehicles  while lowering the
allowable  gasoline  sulphur  content.  The gasoline  sulphur  standards will be
phased in from 2004 to 2006.

     Beginning  1993,  the Clean Air Act limited  highway  diesel  fuel  sulphur
content to 500 parts per million. BP has been producing this fuel in many of its
US markets.  At the end of 2000, the EPA adopted rules  reducing  highway diesel
sulphur  limits to 15 parts per  million.  These  rules will take effect in June
2006.  The  Act  also  requires   service  stations  located  in  certain  ozone
non-attainment  areas to install  equipment to capture gasoline vapours released
during refueling.

     In 2001, EPA finalized new gasoline toxic emission  baseline  requirements,
effective  January 2002.  This requires  refiners to maintain  current levels of
over-compliance with toxic emissions performance standards that apply to RFG and
anti-dumping  standards  that  apply  to  conventional  gasoline.  Both  the new
gasoline  and  highway  diesel  rules  will  necessitate   significant   capital
expenditures additions or upgrades to current refining facilities and may render
some product lines or facilities uncompetitive.

     The Clean Air Act also requires installation of 'maximum achievable control
technology'  (MACT)  over a  ten-year  period  at  certain  types of  industrial
facilities that release certain specified toxic chemicals.  Additional  controls
could be required  if the EPA  determines  that an  unacceptable  residual  risk
remains  after  installation  of  MACT.  The  EPA  has  finalized  MACT  control
requirements  for certain  categories of chemical plants,  refineries,  gasoline
marketing terminals and marine terminals. Additional regulations on some sources
in  petroleum  refineries  were  proposed  in 1998.  These were  expected  to be
finalized in 2001 but were deferred by the new Administration.  They will likely
be  promulgated  in 2002 with  compliance  required 3 years  later.  In order to
comply with the National Ambient Air Quality  Standards,  which were promulgated
to protect public health,  some states will be requiring large reductions in the
emission of nitrogen  oxides.  This will require the addition of significant new
controls on some refineries and chemical operations in the US.



                                       59


     During  2001,  BP entered  into a consent  decree  with the EPA and several
states that settled alleged  violations of various Clean Air Act requirements at
BP's refineries.  This settlement,  which largely addresses emissions of sulphur
dioxide and nitrogen dioxide,  requires the installation of additional  controls
at all of BP's US refineries at a cost, over at least an eight-year  period,  of
approximately $500 million,  and the payment of a $10 million penalty.  The cost
of installation  of additional  controls will be accounted for in line with BP's
accounting policy for environmental  expenditure.  A one-time payment of the $10
million penalty was incurred in 2001.

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

     The  Clean  Water Act  regulates  the  discharge  of  wastewater  and other
pollutants  into US waters.  Facilities  are required to obtain permits for most
discharges,  install control  equipment and implement  operational  controls and
preventative  measures.  Requirements under the Clean Water Act have become more
stringent  in  recent  years,  including  coverage  of storm and  surface  water
discharges at many facilities and increased control of toxic discharges.

     During 1995 a final  federal rule was issued  regarding  protection  of the
Great  Lakes  watershed  which  will have  local and  national  impacts on water
protection  requirements.  In July 2000,  EPA  promulgated a new rule that would
impose  total  maximum  daily  limits  (TMDLs) on  discharges  that would impair
achievement of water quality  objectives in many waterways.  The US Congress did
not provide EPA with funding to implement the rule, but work on TMDLs is ongoing
under  an  earlier  rule and new,  more  stringent  limits  on  discharges  from
industrial  facilities are expected to result. Many industries  challenged EPA's
new rule in court and in response, EPA deferred implementation of the rule while
it reassessed its requirements.

     The  Oil  Pollution  Act  of  1990  (the  Oil  Pollution  Act  or  OPA  90)
significantly  increased  oil  spill  prevention  requirements,  spill  response
planning  obligations and spill liability for tank vessels  (tankers and barges)
transporting oil, offshore facilities (such as platforms) and onshore terminals.
To provide  funds for  response  to and  compensation  for oil  spills  when the
spiller  is unable to do so, the Oil  Pollution  Act  created a $1 billion  fund
which is funded by a tax on imported and domestic oil.

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

     The Prince  William  Sound  port-specific  vessel  escort plan  required by
regulations  that  became  effective  late in 1994,  was  updated  during  1995,
including operational  requirements such as enhanced tanker assist capabilities,
rudder failure  response  procedures,  and reduced speed in the Valdez  Narrows,
plus  directives  on  communications  and  training.  The latest Vessel Escort &
Response  Plan (VERP) was published in December  2001.  It reflects  significant
enhancements  made to the escort system such as the  requirement to use the most
powerful Voith-Schneider tugs in the US and equally powerful tractor tugs.

     BP has set performance  objectives to enhance  emergency  preparedness  and
crisis  management at all facilities,  and to assure compliance with all related
laws such as the Oil  Pollution  Act.  These  objectives  are designed to be met
through appropriate assessment, planning, training and routine exercises, and by
the provision or identification of sufficient human and physical  resources.  BP
has  established a National  Strike Team, the BP Americas  Response Team,  which
consists of approximately 180 trained emergency  responders at company locations
throughout  North  America,  which is ready to assist in a  response  to a major
incident.

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

     Under the Comprehensive Environmental Response, Compensation, and Liability
Act (also known as CERCLA or Superfund), waste generators, site owners, facility
operators and certain  other  parties may be strictly  liable for part or all of
the cost of addressing sites contaminated by spills or waste disposal regardless
of fault or the amount of waste sent to a site.




                                       60


     Additionally,  each state has laws similar to CERCLA.  A federal tax on oil
and certain chemical products was enacted to fund a part of the CERCLA programme
but  this  tax  has  been  suspended  for  several  years  while  CERCLA  reform
legislation is debated in the US Congress.

     BP has been  identified  as a  Potentially  Responsible  Party  (PRP) under
CERCLA and similar state statutes at  approximately  800 active sites. A PRP has
joint and several liability for site remediation costs and so BP may be required
to assume, among other costs, the share attributed to insolvent, unidentified or
other parties. BP has the most significant  exposure for remediation costs at 63
of these sites.  For the remaining  sites,  the number of PRPs ranges from 20 to
200. BP expects its share of  remediation  costs at these sites to be small.  BP
has estimated its potential  exposure at all sites where it has been  identified
as a PRP and has accrued provisions accordingly. BP does not anticipate that its
ultimate  exposure at these sites  individually,  or in the  aggregate,  will be
significant except as reported for ARCO in the matters below.

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

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

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

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

     In 1993 the South  Coast Air  Quality  Management  District  (AQMD),  which
regulates  emissions  from  stationary  sources  within  a four  county  area of
Southern California, including Los Angeles County, adopted a programme requiring
phased  reductions  of oxides of  nitrogen  and  oxides of sulphur  for  certain
facilities,  including our Carson  Refinery.  The aggregate  annual emissions of
these  pollutants  will be reduced by 2003 by 80%.  AQMD has created a pollution
credits  programme,  in which  we  participate,  that  provides  flexibility  in
achieving the requisite levels of emission reductions.

     See also Item 8 -- Financial Information -- Legal Proceedings.





                                       61


United Kingdom and European Union

     A European Commission (the Commission) directive for a system of Integrated
Pollution  Prevention  and Control  (IPPC) was approved in 1996.  This system is
based upon  ensuring  environmental  quality  standards are not exceeded and the
application of Best Available  Techniques (BAT) taking into account cost-benefit
analysis as a holistic  approach.  In the event that the use of BAT will fail to
meet  Environmental  Quality  Standards  (EQS),  plant emissions must be reduced
further to meet the EQS. This encompasses,  among other things,  most activities
and processes  undertaken  by the oil industry  within the European  Union.  The
European  Commission  has stated  that it hopes that all  processes  to which it
applies  will be  licensed  by July 2005.  All plants  must be  upgraded  to BAT
standards  by  November  2007.  In the UK, the IPPC  directive  was  implemented
through the Pollution  Prevention  and Control  regulations,  which  replaced UK
Integrated Pollution Prevention and Control.

     The European  Union Large  Combustion  Plant  Directive sets emission limit
values  for  sulphur  dioxide,  nitrogen  oxides  and  particulates  from  large
combustion plants. It also requires phased reductions in emissions from existing
large combustion  plants.  Implementation  by Member States was required by June
1990. In the UK, it has been given effect through the authorization mechanism in
Part 1 of  the  Environmental  Protection  Act  1990.  Large  combustion  plants
required  an IPC  application  to be made by April 30,  1991.  Upgrading  to the
BATNEEC standard is required at the earliest opportunity, at the latest by April
1, 2001. The European  Commission has  considered  proposals to impose  emission
limit  values on small  combustion  plants.  A revised  Large  Combustion  Plant
Directive has been agreed and  implementation  is required by November 27, 2002.
Plants will have to comply by 2008.

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

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

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

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

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

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



                                       62


     EU emission reduction requirements together with reduced sulphur content in
fuels may require significant modifications or capital expenditure at facilities
and  could  make  the  continued  operation  of  particular  product  lines  and
facilities uncompetitive.

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

     The  European  Commission  is  committed  to a  harmonized  EU  approach to
liability for environmental damage. This follows a 'green (discussion) paper' in
1992 that  focused  on a strict  liability  approach.  The  Commission  issued a
proposed directive in January 2002.

                         PROPERTY, PLANTS AND EQUIPMENT

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




                                       63

                            ORGANIZATIONAL STRUCTURE

     The significant  subsidiary  undertakings of the Group at December 31, 2001
and the Group percentage of equity capital (to nearest whole number) are set out
below.  The  principal  country  of  operation  is  generally  indicated  by the
company's  country of  incorporation  or by its name. Those held directly by the
Company are marked with an asterisk (*).



Subsidiary                            Country of
undertakings                  %       incorporation        Principal activities
-------------                         -------------        -----------------
                                                
International
BP Chemicals Investments      100     England              Chemicals
BP Exploration Co.            100     Scotland             Exploration and production
BP International              100     England              Integrated oil operations
BP Oil International          100     England              Integrated oil operations
BP Shipping*                  100     England              Shipping
Burmah Castrol                100     England              Lubricants
Europe
UK
BP Capital Markets            100     England              Finance
BP Chemicals                  100     England              Chemicals
BP Oil UK                     100     England              Refining and marketing
Britoil                       100     Scotland             Exploration and production
Jupiter Insurance             100     Guernsey             Insurance
France
BP France                     100     France               Refining and marketing and chemicals
Germany
Deutsche BP                   100     Germany              Refining and marketing and chemicals
Netherlands
BP Capital BV                 100     Netherlands          Finance
BP Nederland                  100     Netherlands          Refining and marketing
Norway
BP Amoco Norway               100     Norway               Exploration and production
Spain
BP Espana                     100     Spain                Refining and marketing
Middle East
BP Egypt Gas                  100     USA                  Exploration and production
BP Egypt                      100     USA                  Exploration and production
Africa
BP Southern Africa             75     South Africa         Refining and marketing
Far East
Indonesia
BP Kangean                    100     Indonesia            Exploration and production
Singapore
BP Singapore Pte*             100     Singapore            Refining and marketing
Australasia
Australia
BP Australia                  100     Australia            Integrated oil operations
BP Developments Australia     100     Australia            Exploration and production
BP Finance Australia          100     Australia            Finance
New Zealand
BP Oil New Zealand            100     New Zealand          Marketing
Western Hemisphere
Canada
BP Canada Energy              100     Canada               Exploration and production
Trinidad
BP of Trinidad and Tobago      90     USA                  Exploration and production
Amoco Trinidad (LNG) B.V.     100     Netherlands          Exploration and production
USA
Atlantic Richfield Co.        100     USA                  (
BP America*                   100     USA                  (
BP Amoco Chemical Company     100     USA                  ( Exploration and production,
BP America Production Company 100     USA                  ( gas and power, refining
BP Company North America      100     USA                  ( and marketing, pipelines
BP Corporation North America  100     USA                  ( and chemicals
BP Products North America     100     USA                  (
BP West Coast Products        100     USA                  (
Standard Oil Co.              100     USA                  (





                                       64


ITEM 5 -- OPERATING AND FINANCIAL REVIEW AND PROSPECTS

                             GROUP OPERATING RESULTS



                                                                    Years ended December 31,
                                                                  --------------------------
Highlights                                                         2001      2000       1999
                                                                  -----     -----      -----
                                                                           
Turnover.......................................... ($ million)  174,218   148,062     83,566
Total replacement cost operating profit........... ($ million)   16,135    17,756      8,894
Replacement cost profit before exceptional items.. ($ million)    9,880    11,214      5,330
Replacement cost profit for the year.............. ($ million)    9,910    11,142      3,280
Historical cost profit for the year............... ($ million)    8,010    11,870      5,008
Profit per ordinary share (diluted)............... (cents)        35.48     54.48      25.68
Dividends per ordinary share...................... (cents)        22.00     20.50      20.00


     On  January  1,  2001  the  NGL  business  located  in  North  America  was
transferred   from  Refining  and  Marketing  to  Gas  and  Power.   Comparative
information has been restated.  For further information see Item 18 -- Financial
Statements -- Note 46.

     During  2000 the  Company  acquired  ARCO and Burmah  Castrol  plc  (Burmah
Castrol),  and also  purchased  most of  ExxonMobil's  assets  used by the fuels
refining and marketing  operation in Europe (the 2000 portfolio  changes).  BP's
turnover  and results in 2000 reflect the  inclusion of ARCO and Burmah  Castrol
and the full  consolidation  of the European  fuels joint venture from April 14,
July 7 and August 1, 2000, respectively.

     The  2000  portfolio  changes  have a  significant  effect  on year on year
comparisons:  2001 includes a full year; 2000 includes ARCO,  Burmah Castrol and
the full  consolidation  of the European fuels business for varying parts of the
year; and 1999 does not include them at all.

     The  increase  in  turnover  between  2000 and 2001  reflects a full year's
contribution  from the 2000  portfolio  changes  and  higher  natural  gas sales
volumes  partly  offset by the effect of lower oil and natural  gas prices.  The
higher turnover in 2000 compared with 1999 reflects a contribution from the 2000
portfolio  changes,  higher  oil and  natural  gas  prices  in  Exploration  and
Production and higher natural gas volumes in Gas and Power.

     As well as reporting net income (profit after  inventory  holding gains and
losses, calculated on a first-in,  first-out basis), and after exceptional items
(as  defined  by UK  GAAP:  profits  and  losses  on sale of  fixed  assets  and
businesses or termination of operations and fundamental  restructuring  costs),
BP also reports results on a replacement cost basis (excluding inventory holding
gains and losses) and before  exceptional items. In addition the Group discloses
the amount  and nature of special  items  which are  non-recurring  charges  and
credits that are not classified as exceptional items under UK GAAP. This is done
in order to provide a more comparable basis to the results and disclosures of US
companies  and  to  indicate  underlying  trading  performance   undistorted  by
significant  restructuring,  integration  and other one-off charges and credits.
Special  charges have been  significant  in 2001,  2000 and 1999. The discussion
below addresses each of these various measures and disclosures.

     Replacement cost profit before  exceptional items (which excludes inventory
holding  gains and  losses) was $9,880  million in 2001  compared  with  $11,214
million in 2000 and $5,330 million in 1999. In addition to exceptional items (as
identified  under UK GAAP),  these results are after  special  charges of $1,058
million ($821 million after tax) $1,994 million  ($1,454  million after tax) and
$1,210  million ($876 million after tax),  respectively;  and  depreciation  and
amortization of $2,477 million, $1,535 million and nil respectively arising from
the fixed asset revaluation adjustment and goodwill consequent upon the ARCO and
Burmah  Castrol  acquisitions  in 2000.  The  special  items  in 2001  primarily
comprised  Castrol,   Erdoelchemie and  Solvay  integration  costs,   additional
severance  costs  mainly  related to former ARCO  employees,  and an  impairment
charge for our  partner-operated  Venezuelan  Lake  Maracaibo  operations.  Also
included  were  costs  related to  rationalization  of the  European  downstream
commercial  business and of our Grangemouth site in Scotland.  The special items
in  2000  primarily  comprised  ARCO,  Vastar  and  Castrol  integration  costs,
rationalization costs following the BP and Amoco merger, a provision against the
Group's  chemicals  investment  in  Indonesia,  environmental  charges and asset
write-downs.   The  major  components  of  the  special  charges  in  1999  were
integration   costs,   costs  associated  with  the   restructuring   programme,
write-downs  in respect of asset  impairments  and  project  costs in respect of
process improvement and outsourcing.




                                       65


     The  historical  cost profit for 2001 was $8,010  million  after  inventory
holding  losses of $1,900  million and including net  exceptional  gains of $535
million  ($30  million  after tax).  For 2000,  the  historical  cost profit was
$11,870  million,  including  inventory  holding  gains of $728  million and net
exceptional  gains of $220 million ($72 million loss after tax).  The historical
cost profit for 1999 was $5,008  million  including  inventory  holding gains of
$1,728  million and after  charging  net  exceptional  losses of $2,280  million
($2,050 million after tax).



                                                                 Years ended December 31,
                                                                 ------------------------
Special items                                                   2001      2000       1999
                                                               -----     -----      -----
                                                                        ($ million)
                                                                            
Restructuring, integration and rationalization costs
   BP....................................................        219       624        903
   ARCO (including Vastar)...............................        208       633         --
   Castrol...............................................        334       151         --
                                                               -----     -----      -----
                                                                 761     1,408        903
Provision against fixed asset investments................         --       181         --
Asset write-downs........................................        175        61        223
Litigation...............................................         60        63         60
Environmental charges....................................         --       170         --
                                                               -----     -----      -----
                                                                 996     1,883      1,186
Interest-- bond redemption charges.......................         62       111         24
                                                               -----     -----      -----
Total special items before tax...........................      1,058     1,994      1,210
                                                               =====     =====      =====


     The trading environment was generally favourable in the first half of 2001.
Natural  gas and oil prices  remained  high until  clear  evidence of the global
economic  slowdown  emerged  after  the first few  months.  Business  conditions
deteriorated in the second half and have been weak since September 11.

     Oil prices were 15% down against the levels seen in 2000;  refining margins
were weak;  retailing  was fiercely  competitive;  and in the  chemicals  sector
margins were at levels  below those seen at the bottom of the previous  business
cycle.

     We achieved the targets for 2001 we had set in February  2001.  Hydrocarbon
production  grew by 5.5% and underlying  performance  improvements  reached $2.0
billion before tax.

     The $5.8 billion  targeted  reduction in the combined cost structure of the
enlarged group (against a 1998 baseline) was achieved in 2001.

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

     Employee  numbers  increased  slightly during 2001, as increases  primarily
related to the acquisition of Bayer's 50% interest in  Erdoelchemie,  the Solvay
transaction  and the Burmah Castrol  chemicals  businesses  previously  held for
sale, were partly offset by downstream rationalization and a further decrease in
former  ARCO  employees.  The  acquisitions  of ARCO and Burmah  Castrol in 2000
increased our employee numbers by approximately  25,000.  Following  integration
and  rationalization  activities,  some 3,000  employees  had left by the end of
2000. In 1999,  following the merger of BP and Amoco, some 16,000 employees left
the Group  through  severance  or  outsourcing  arrangements;  a  further  3,000
employees  left in 2000.  Of  these,  some  14,000  were  based in the USA.  The
reductions in 1999 and 2000 arose mainly in Houston,  Texas; Chicago,  Illinois;
and Cleveland and Warrensville, Ohio.

     In November 2001, BP announced that it will  restructure  operations at the
Grangemouth refining and petrochemical complex in Scotland.  The move is part of
a series of initiatives  and  investments to  significantly  improve the plant's
ability to compete  in an  increasingly  difficult  international  refining  and
chemicals  environment.  The reorganization will streamline  Grangemouth's three
main activities - refining,  petrochemicals  and the Forties pipeline terminal -
into  a  single  organization,   designed  to  simplify  site  operations  while
increasing  reliability and efficiency.  The restructuring is expected to result
in the reduction of up to 1,000 jobs at Grangemouth over the next two years.

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


                                       66



                                                                                                     Pro forma
                                                                                                        result
                                                                                                      adjusted
                                                                                                           for
Reconciliation of reported profit/loss to                                Acquisition     Special       special
pro forma result adjusted for special items                Reported     amortization (a)   items (b)     items
                                                          ---------     ------------     -------     ---------
                                                                                 ($ million)
                                                                                             
Year ended December 31, 2001
Exploration and Production..........................         12,417            1,759         322        14,498
Gas and Power.......................................            521               --          --           521
Refining and Marketing..............................          3,625              718         487         4,830
Chemicals...........................................            128               --         114           242
Other businesses and corporate......................           (556)              --          73          (483)
                                                             ------           ------      ------        ------
Replacement cost operating profit...................         16,135            2,477         996        19,608
Interest expense....................................         (1,670)              --          62        (1,608)
Taxation............................................         (4,512)              --        (237)       (4,749)
Minority shareholders' interest.....................            (73)              --          --           (73)
                                                             ------           ------      ------        ------
Replacement cost profit before exceptional items....          9,880            2,477         821        13,178
                                                             ------           ======      ======        ------
   per ordinary share (cents).......................          44.03                                      58.73
                                                             ======                                     ======

Year ended December 31, 2000 (c)
Exploration and Production..........................         14,012            1,174         524        15,710
Gas and Power.......................................            571               --          --           571
Refining and Marketing..............................          3,523              440         595         4,558
Chemicals...........................................            760               --         276         1,036
Other businesses and corporate......................         (1,110)              --         488          (622)
                                                             ------           ------      ------        ------
Replacement cost operating profit...................         17,756            1,614       1,883        21,253
Interest expense....................................         (1,770)              --         111        (1,659)
Taxation............................................         (4,680)              --        (540)       (5,220)
Minority shareholders' interest.....................            (92)             (79)         --          (171)
                                                             ------           ------      ------        ------
Replacement cost profit before exceptional items....         11,214            1,535       1,454        14,203
                                                             ------           ======      ======        ------
   per ordinary share (cents).......................          51.82                                      65.63
                                                             ======                                     ======

Year ended December 31, 1999 (c)
Exploration and Production..........................          6,983               --         299         7,282
Gas and Power.......................................            437               --          --           437
Refining and Marketing..............................          1,614               --         242         1,856
Chemicals...........................................            686               --         247           933
Other businesses and corporate......................           (826)              --         398          (428)
                                                             ------           ------      ------        ------
Replacement cost operating profit...................          8,894               --       1,186        10,080
Interest expense....................................         (1,316)              --          24        (1,292)
Taxation............................................         (2,110)              --        (334)       (2,444)
Minority shareholders' interest.....................           (138)              --          --          (138)
                                                             ------           ------      ------        ------
Replacement cost profit before exceptional items....          5,330               --         876         6,206
                                                             ------           ======      ======        ------
    per ordinary share (cents)......................          27.48                                      32.00
                                                             ======                                     ======



----------

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

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

(c)  1999 and 2000  have  been  restated  to  reflect  the  transfer  of the NGL
     business in North America from Refining and Marketing to Gas and Power.


                                       67




Return on average capital employed (ROACE)                      2001      2000       1999
                                                             -------   -------    -------
                                                                        ($ million)

                                                                           
Replacement cost basis
Replacement cost profit before exceptional items............   9,880    11,214      5,330
Interest....................................................   1,670     1,770      1,316
Minority shareholders' interest.............................      73        92        138
                                                             -------   -------    -------
                                                              11,623    13,076      6,784
                                                             =======   =======    =======
Average Capital employed (a)................................  95,801    86,214     58,107
ROACE.......................................................      12%       16%        12%
                                                             -------   -------    -------
Pro forma and special items adjustments
Acquisition amortization....................................   2,477     1,614         --
Special items (post tax)....................................     775     1,343        876
Average capital employed acquisition adjustment (b).........  19,225    20,755         --
ROACE - Pro forma basis adjusted for special items (c)......      19%       23%        13%
                                                             -------   -------    -------
Historical cost basis
Historical cost profit after exceptional items..............   8,010    11,870      5,008
Interest....................................................   1,670     1,770      1,316
Minority shareholders' interest.............................      73        92        138
                                                             -------   -------    -------
                                                               9,753    13,732      6,462
                                                             =======   =======    =======
ROACE.......................................................      10%       17%        11%


----------

(a)  Capital  employed is defined as net assets plus total  finance debt. As the
     acquisition  of ARCO was completed in April 2000 and Burmah Castrol in July
     2000,  the average  capital  employed for 2000 has been  calculated  as the
     average of the four discrete quarters.

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

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



Capital expenditure and acquisitions (a)                        2001      2000       1999
                                                                ----     -----      -----
                                                                        ($ million)

                                                                           
Exploration and Production..................................   8,627     6,383      4,194
Gas and Power...............................................     352       336         59
Refining and Marketing......................................   2,386     2,369      1,571
Chemicals...................................................   1,446     1,585      1,215
Other businesses and corporate..............................     389       498        204
                                                             -------   -------    -------
Capital expenditure.........................................  13,200    11,171      7,243
Acquisitions for cash.......................................     924     8,936        102
                                                             -------   -------    -------
                                                              14,124    20,107      7,345
Disposals...................................................  (2,903)   (4,559)(b) (2,441)
                                                             -------   -------    -------
Net Investment..............................................  11,221    15,548      4,904
                                                             =======   =======    =======


----------

(a)  2000 Excludes $27,506 million for the ARCO acquisition.

(b)  Excludes $6,803 million proceeds for the sale of ARCO assets.

     Capital  expenditure  and  acquisitions  in 2001, 2000 and 1999 amounted to
$14,124 million, $47,613 million and $7,345 million, respectively.  Acquisitions
during 2001 included the purchase of Bayer's 50% interest in Erdoelchemie  and a
number  of minor  acquisitions.  Expenditure  for the  year  2000  included  the
acquisition of ARCO, Burmah Castrol,  the ExxonMobil share of the European Joint
Venture and the minority  interest in Vastar,  2.2%  interests in PetroChina and
Sinopec, and ExxonMobil's aviation lubricants business.  Excluding acquisitions,
capital  expenditure for 2001 was $13,200 million  compared with $11,171 million
for  2000,  reflecting  our  growth  programme.  Capital  expenditure  excluding
acquisitions for 1999 was $7,243 million,  reflecting reduced spending following
the BP and Amoco merger.

     Capital expenditure in 2002 is likely to be around $12-13 billion.  This is
consistent with historic levels of investment of the enlarged group. By focusing
on the better investment opportunities,  this level of expenditure should permit
investment  in  Exploration  and  Production  aimed  at  enabling  its  targeted
production growth of 5.5% in the medium term.



                                       68

Dividends

     The total dividends announced for 2001 were $4,935 million,  against $4,625
million in 2000.  Dividends  per share for 2001 were 22.00 cents,  compared with
20.50 cents per share in 2000, an increase of 7%.  Following the adoption of FRS
19 in 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  adjustments  to  prices,
margins,  costs and  capacity  utilization  to levels  which we would  expect on
average over the long term.

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

     Consistent with our pledge to return surplus funds to shareholders, a total
of 154 million shares were  repurchased  and cancelled  during 2001 at a cost of
$1.3 billion.  The  repurchased  shares had a nominal value of $38.5 million and
represented  0.7% of  ordinary  shares  in issue at the end of 2000.  Since  the
inception of the share  repurchase  programme in 2000,  376 million  shares have
been repurchased and cancelled at a cost of $3.3 billion. No further repurchases
were  made  during  the  first  quarter  of 2002.  BP will  seek  approval  from
shareholders at the April 2002 annual general  meeting to continue  repurchasing
shares.  The  approval  would  allow  shares to be  bought  back as and when the
Group's funding position permits.

Exceptional Items

     For 2001, net exceptional  gains,  consisting of the profit or loss on sale
of fixed assets and businesses or  termination of operations,  were $535 million
before tax. These  represented the profits from the sale of the Group's interest
in Vysis; the refineries at Mandan,  North Dakota, and Salt Lake City, Utah; the
Group's  interest in the Alliance and certain other pipeline systems in the USA;
and BP's interest in the Kashagan discovery in Kazakhstan, were partly offset by
losses mainly related to the sale or closure of certain chemicals activities.

     Net  exceptional  gains were $220 million  before tax in 2000,  and related
mainly to disposal  profits on the sale of the Group's common interest in Altura
Energy,  the sale of the Alliance refinery and the divestment of exploration and
production interests in Trinidad,  the UK and the USA, partly offset by the loss
on the sale of certain  Venezuelan  upstream  interests and on the subvention of
Singapore  Aromatics  Company bank loans in  connection  with the closure of our
joint  venture.

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

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

Business Operating Results

       Total replacement cost operating profit, which is arrived at before
inventory holding gains and losses, interest expense, taxation and minority
interests, and before exceptional items, was $16,135 million in 2001, $17,756
million in 2000 and $8,894 million in 1999. The business results which follow
are presented on this basis.



                                       69


Exploration and Production


                                                                                    Years ended December 31,
                                                                                   --------------------------
                                                                                    2001      2000       1999
                                                                                    ----     -----      -----

                                                                                            
Turnover.......................................     ($ million)                   28,229    30,942     19,133
Total replacement cost operating profit             ($ million)                   12,417    14,012      6,983
Results included:
  Exploration expense..........................     ($ million)                      480       599        548
Key statistics:
  Average BP oil realizations (a)..............     ($ per barrel)                 22.50     26.63      16.74
  Average West Texas Intermediate oil price....     ($ per barrel)                 25.89     30.38      19.33
  Average Brent oil price......................     ($ per barrel)                 24.44     28.44      17.94
  Average BP US natural gas realizations.......     ($ per thousand cubic feet)     3.99      3.72       2.06
  Average Henry Hub gas price (b)..............     ($ per thousand cubic feet)     4.26      3.90       2.27
Crude oil production (net of royalties) (c)....     (mb/d)                         1,931     1,928      2,061
Natural gas production (net of royalties) (c)..     (mmcf/d)                       8,632     7,609      6,067
Total production (net of royalties) (c) (d)....     (mboe/d)                       3,419     3,240      3,107


----------

(a)  Crude oil and natural gas liquids.

(b)  Henry Hub First of Month Index.

(c)  Includes BP's share of joint ventures and associated undertakings.

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

     Turnover for 2001 was $28,229 million compared with $30,942 million in 2000
and  $19,133  million in 1999.  The lower  turnover in 2001  compared  with 2000
reflected  the impact of lower oil and  natural  gas  prices,  partly  offset by
higher  production,  in part through the inclusion of ARCO for a full year.  The
increase in turnover in 2000 over 1999 resulted from the  acquisition of ARCO in
2000 and the effect of  significantly  higher oil and natural gas prices  partly
offset by production lost through divestments.

     The replacement cost operating profit for 2001 was $12,417 million compared
with $14,012 million in 2000 and $6,983 million in 1999. These results are after
charging  special  items  of  $322  million,   $524  million  and  $299  million
respectively;  and depreciation  and  amortization  arising from the fixed asset
revaluation  adjustment  and goodwill  consequent  upon the ARCO  acquisition of
$1,759  million,  $1,174  million and nil  respectively.  Special items for 2001
included a $175  million  impairment  of our partner  operated  Venezuelan  Lake
Maracaibo operations, following a technical reassessment, $77 million additional
severance  costs,  $60 million  litigation and $10 million  restructuring  costs
related to the  Grangemouth  operating site in Scotland.  The special charges in
2000 comprise mainly ARCO and Vastar  integration costs. In 1999 special charges
were asset write-downs and integration and  rationalization  costs following the
BP and Amoco merger at the end of 1998.

     Compared  with a year ago, 2001 profit  reflects the oil price  decrease of
over $4 per barrel, partly offset by operational  improvements and the inclusion
of ARCO for the whole year,  compared to only around nine months (from April 14)
in 2000 and other portfolio changes.

     The increased  profit for 2000 compared with 1999  reflected  significantly
higher  oil and  natural  gas  prices,  the  ARCO  acquisition  and  operational
improvements.  Average  realized oil prices were $9.89 a barrel  higher than the
prior year and North American natural gas prices (i.e. our principal gas market)
were 76% above their 1999 level.

     Total  hydrocarbon  production  for 2001  increased  5.5%, in line with our
growth target.  The reserve  replacement ratio was 191% with 2.2 billion barrels
of oil equivalent booked through extensions, discoveries, revisions and improved
recovery. Replacement exceeded production for the eighth consecutive year.

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




                                       70


     In 2001,  finding and  development  costs  averaged $3.68 per barrel of oil
equivalent,  compared  with $3.29 in 2000 and $3.21 in 1999.  Unit lifting costs
were $2.70 per barrel of oil equivalent compared with $2.60 in 2000 and $2.70 in
1999.

     In support of continued growth, 2001 capital  expenditure,  at $8.9 billion
(including  $0.3 billion of  acquisitions),  was nearly $2.5 billion higher than
last year. During 2001, the Mad Dog development (BP 60.5% and operator),  in the
US Gulf of  Mexico,  was  approved.  Also,  BP  announced  that  the  assets  of
Chernogorneft  have been  returned  to Sidanco (BP 11.2%).  This  completes  the
restructuring of Sidanco with its debt substantially  repaid and non-core assets
disposed of. Sidanco is now positioned as a low-cost Russian producer.

     Our  increased  capital  investment  programme  is beginning to bear fruit.
During 2001 oil began to flow from the Northstar  field  offshore  Alaska,  250
miles  north  of  the  Arctic  Circle.  Other  significant  projects  went  into
production during the year,  including the Crosby and Mica fields, both in 4,400
feet of water in the Gulf of Mexico,  USA and the Girassol  field, in 4,200 feet
of water  offshore  Angola.  To  continue  the  development  of our  natural gas
reserves in Trinidad,  a new  liquefied  natural gas (LNG)  processing  plant is
planned  to  start  up in  2002,  and  the  engineering  and  design  work on an
additional,  larger  plant has begun.  The Horn  Mountain,  King's Peak and King
fields in the Gulf of Mexico are also scheduled for start-up in 2002.

     We focused too on appraising and progressing our previous  discoveries.  In
2001, we  sanctioned  the Thunder  Horse  (previously  known as Crazy Horse) and
Holstein  fields and the Mardi Gras  pipeline in the Gulf of Mexico,  as well as
developments in Angola, Egypt, Alaska, Norway, Azerbaijan,  Trinidad,  Argentina
and West of  Shetland,  UK.  Exploration  successes  during  the  year  included
discoveries in Trinidad, Egypt and offshore Angola.

     We entered the detailed  engineering phase of the  Baku-Tbilisi-Ceyhan  oil
pipeline,  scheduled  to come on stream by 2005.  This will link our growing oil
reserves in the Caspian to markets all over the world.

     The  effective  application  of the very  best  technology  leads to higher
productivity and improved  performance.  Once new technologies  have been proved
operationally, we apply them quickly and systematically across the Group to take
advantage of our global  scale.  For  example,  in 2001 we used  time-lapse  3-D
seismic  imaging in 19 North Sea fields to add new production and reserves,  and
successfully  tested a  lightweight  mooring  buoy  system  that  should  reduce
drilling costs in deep water locations.  We have also developed  technologies to
reduce the cost of producing and transporting LNG.



Gas and Power
                                                                 Years ended December 31,
                                                               --------------------------
                                                                2001      2000       1999
                                                                ----     -----      -----

                                                                        
Turnover..........................................($ million) 39,208    21,013      8,073
Total replacement cost operating profit...........($ million)    521       571        437
Total natural gas sales volumes (a)...............(mmcf/d)    18,794    14,471      8,930
Total NGL sales volumes...........................(mb/d)         410       349        307


----------

(a)  Includes marketing, trading and supply sales.

     The Gas and Power business is responsible for BP's world-wide  natural gas
marketing  activities  (although some long term natural gas sales  contracts are
also included within  Exploration  and Production) and all business  development
opportunities in natural gas, including gas-fired power generation.

     On  January  1,  2001,  the NGL  business  located  in  North  America  was
transferred  to  Gas  and  Power  from  Refining  and   Marketing.   Comparative
information has been restated.


                                       71


     Turnover has increased  from $8,073  million in 1999 to $21,013  million in
2000 and to $39,208  million in 2001.  The  increase  across the three  years is
mainly  attributable  to higher sales  volumes in the natural gas  marketing and
trading business.

     Replacement  cost operating  profit for 2001 was $521 million compared with
$571 million in 2000 and $437  million in 1999.  The 2001 result is down on 2000
due to a lower  contribution  from NGLs,  partly  offset by better  results from
marketing  and trading and  Ruhrgas.  In 2000 the NGL  business  benefited  from
exceptionally strong margins which have returned to more normal levels in 2001.

     The higher profit in 2000 compared with 1999  reflected  higher NGL margins
and higher natural gas sales volumes.

     Gas sales  increased  from 8.9  billion  cubic feet per day in 1999 to 14.5
billion cubic feet per day in 2000, and increased  further to 18.8 billion cubic
feet per day in 2001.

     Gas sales  volumes were well ahead of our 2001 target,  especially in North
America where we are one of the largest natural gas marketers. In Spain, as part
of our expansion into European  natural gas, we consolidated our position as the
leading new entrant to the deregulated natural gas market.

     In December 2001, Pertamina, our partner in the Tangguh,  Indonesia natural
gas  project,  signed a Letter  of Intent  with the  project's  first  potential
customer in the Philippines.

     Capital  expenditure and  acquisitions  for 2001 was $359 million  compared
with  $336  million  in 2000 and  included  an  additional  investment  in Green
Mountain  Energy  Company.  Expenditure  for 2000  included $125 million for the
first  two  instalments  on two LNG ships and our  initial  investment  in Green
Mountain Energy Company.



Refining and Marketing
                                                                 Years ended December 31,
                                                                 -----------------------
                                                                  2001    2000 (a) 1999(a)
                                                                 -----   -----    -----

                                                                      
Turnover..................................($ million)          120,233 107,883   60,143
Total replacement cost operating profit...($ million)            3,625   3,523    1,614
Global Indicator Refining Margin (b)......    ($/bbl)             4.06    4.22     1.24
Refinery throughputs......................     (mb/d)            2,929   2,916    2,522
Total marketing sales ....................     (mb/d)            3,797   3,420    2,879


----------

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

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

     On January 1, 2001, NGL business  located in North America was  transferred
to Gas and Power from Refining and Marketing.  Comparative  information has been
restated.

     The  increases  in  turnover  between  1999  and  2000,  and  2000 and 2001
principally  reflected  the  acquisitions  of ARCO and  Burmah  Castrol  and the
consolidation  of the European  fuels  business  during 2000.  Turnover for 2000
included ARCO from April 14, Burmah  Castrol from July 7 and the European  fuels
business from August 1. Turnover for 2001 includes these businesses for the full
year.

     The replacement  cost operating profit for 2001 was $3,625 million compared
with $3,523 million in 2000 and $1,614 million in 1999.  These results are after
special charges of $487 million, $595 million and $242 million respectively; and
depreciation  and  amortization   arising  from  the  fixed  asset   revaluation
adjustment and goodwill consequent upon the ARCO and Burmah Castrol acquisitions
of $718 million,  $440 million and nil,  respectively.  Special  charges in 2001
comprised Castrol  integration  costs,  rationalization  costs in the downstream
European commercial business, Grangemouth restructuring and additional severance
charges mainly  related to former ARCO  employees.  The special  charges in 2000
mainly  comprised ARCO and Burmah  Castrol  integration  costs,  rationalization
costs  following the BP and Amoco merger,  environmental  charges and litigation
costs.  For  1999  special  charges  related   principally  to  integration  and
rationalization costs following the BP and Amoco merger and asset write-downs.




                                       72


     The 2001  result  reflects  the benefit of the 2000  portfolio  changes and
improved  marketing  volumes,  offset  by  the  effects  of  a  larger  refinery
maintenance  programme.   We  delivered  another  strong  performance,   led  in
particular by US refining in the first half of the year, where margins were very
good. In both the USA and Europe,  refining  margins declined in the latter part
of 2001.  In  September,  in line with our  strategy,  we completed  the sale of
refineries at Mandan, North Dakota and Salt Lake City, Utah in the USA.

     Marketing experienced significant competitive pressures throughout 2001. We
delivered growth of 23% (7% excluding  portfolio  changes) in convenience  store
sales and 8% in retail fuel volumes,  reflecting  the  full-year  benefit of the
2000 portfolio changes and the rollout of the new BP Connect  convenience sites.
We also achieved a unit cash cost  reduction of 6% during the year,  compared to
our target of 2.5%.

     Compared  with 1999,  the 2000  result  benefited  from the 2000  portfolio
changes, cost reductions and a strong oil trading performance. In 2000, refining
margins were stronger in all regions than in 1999.  Marketing margins came under
pressure due to the inability to pass through high product prices in competitive
markets.

     The introduction of the BP Connect retail convenience store brand continued
throughout  2001,  bringing the total number of new-format sites to 339, located
in the USA,  Europe,  Australia and New Zealand.  Good progress was also made on
the  rebranding  and  reimaging of former BP and Amoco retail sites with the new
colours and logo, with more than 4,600 sites being  completed.  We also grew our
market share in the Castrol  lubricants  business despite the difficult  trading
conditions.

     We took a very important step in Europe with the acquisition of 51% of Veba
Oil  from the  German  utility  E.ON.  The  deal  was  completed  early in 2002,
finalizing one part of the  arrangements  originally  announced in mid-2001.  It
adds about 1.5 million new customers a day, making us the largest fuels retailer
in Germany and enhancing our capacity to supply clean fuels in central Europe.

     Capital  expenditure and  acquisitions in 2001 was $2,415 million  compared
with $8,693 million in 2000 and $1,571 million in 1999. Excluding  acquisitions,
capital  expenditure  was $2,386  million  compared with $2,369  million for the
previous year.



Chemicals
                                                                 Years ended December 31,
                                                               --------------------------
                                                                2001      2000       1999
                                                               -----     -----      -----

                                                                        
Turnover...............................  ($ million)          11,515    11,247      9,392
Total replacement cost operating profit  ($ million)             128       760        686
Chemicals Indicator Margin (a).........  ($/te)                  108 (b)   126 (c)    114
Production volumes (d).................  (kte)                22,716    22,065     21,853


----------

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

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

(c)  Restated following review of product margins with Chem Systems.

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

                                       73


     Turnover has increased  from $9,392  million in 1999 to $11,247  million in
2000 and to $11,515  million in 2001. The higher  turnover in 2001 compared with
2000 reflects the  consolidation of Erdoelchemie  from May 2, 2001 partly offset
by the  effect of lower  prices.  The  increase  in  turnover  from 1999 to 2000
reflected higher prices and higher production.

     Replacement  cost operating  profit for 2001 was $128 million compared with
$760 million in 2000,  special  charges of $114  million,  $276 million and $247
million respectively. Special charges for 2001 include Grangemouth restructuring
and costs  related to  Erdoelchemie  and  Solvay  integration.  In 2000  special
charges comprised provision against a chemicals  investment in Indonesia,  asset
write-downs and rationalization costs following the BP and Amoco merger. Special
charges  in  1999  related  mainly  to  integration  and  rationalization  costs
following the BP and Amoco merger, asset write-downs and litigation costs.

     The business  environment for chemicals was very difficult  throughout 2001
with margins at levels  below those seen at the bottom of the previous  business
cycle.  After  early plant  operating  problems,  we  recorded  lower unit costs
through restructuring and improved plant performance in the second half of 2001.

     Production for the year was 22.7 million  tonnes,  up 3% on 2000 due to new
production and acquired assets.

     Major restructuring  continued  throughout 2001, aimed at repositioning the
portfolio and lowering the cost base. In addition to the special  charges above,
the 2001 results include further rationalization costs of $102 million.

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

     In 2001, the strengthening of our chemicals  business focused on building a
limited set of leading global positions.  We took full ownership of Erdoelchemie
through  acquisition  of Bayer's 50% stake.  A deal was completed with Solvay to
combine  both  companies'  high-density  polyethylene  businesses.  In addition,
Solvay's   polypropylene  business  was  transferred  to  BP  and  our  non-core
engineering  polymers  business was transferred to Solvay. We also announced the
closure of a number of disadvantaged or non-core plants in the UK and USA.

     Capital  expenditure and  acquisitions in 2001 was $1,926 million  compared
with $1,585 million in 2000 and $1,215 million in 1999. Excluding  acquisitions,
capital  expenditure  was $1,446  million,  $1,585  million  and $1,215  million
respectively.



Other Businesses and Corporate
                                                                 Years ended December 31,
                                                               --------------------------
                                                                2001      2000       1999
                                                               -----     -----      -----

                                                                          
Turnover...............................  ($ million)             783       249        198
Replacement cost operating loss........  ($ million)            (556)   (1,110)      (826)



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

     The net cost of Other Businesses and Corporate  amounted to $556 million in
2001,  $1,110 million in 2000 and $826 million in 1999.  These net costs include
special  charges of $73 million,  $488  million and $398  million  respectively.
Special charges in 2001 comprise additional  severance charges mainly related to
former ARCO  employees.  For 2000 special charges were ARCO  integration  costs,
rationalization  costs  following  the BP and  Amoco  merger  and  environmental
charges.   Special   charges   in  1999   were   principally   integration   and
rationalization costs following the BP and Amoco merger at the end of 1998.

     BP Solar  production  and  shipments for 2001 were 30% higher than in 2000,
which in turn were 31%  higher  than in 1999.  A total of 55  megawatts  (MW) of
solar panel generating capacity was sold in 2001 (2000, 42 MW and 1999, 32 MW).

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


                                       74


Interest Expense

     Interest expense in 2001 was $1,670 million compared with $1,770 million in
2000 and $1,316 million in 1999.  These amounts  included special charges of $62
million,  $111  million and $24  million  respectively,  arising  from the early
redemption of bonds. After adjusting for these special charges,  the decrease in
Group interest expense in 2001 compared with 2000 mainly reflects lower interest
rates,  partly  offset  by the  impact  of  revaluing  environmental  and  other
provisions at a lower interest  rate.  After  adjusting for special  charges the
increase in interest  expense  between  1999 and 2000  reflects  higher debt and
interest rates.

Taxation

     The charge for corporate  taxes in 2001 was $5,017  million,  compared with
$4,972  million  in 2000 and  $1,880  million  in 1999.  The  effective  rate on
historical  cost profit was 38% in 2001, 29% in 2000 and 27% in 1999. The higher
rate in 2001  compared  to 2000  reflects  the full year  effect of the ARCO and
Burmah Castrol acquisition  amortization charge (which is non-deductible for tax
purposes),   together  with  non-deductible  inventory  holding  losses  (versus
inventory  gains in 2000).  The slightly  higher rate in 2000 compared with 1999
reflects the non-deductible  acquisition amortization charge in 2000 (but not in
1999), and reduced inventory  holding gains,  partly offset by low tax relief on
net exceptional items in 1999.

     The effective rate on replacement cost profit before  exceptional items was
31% compared  with 29% in 2000 and 28% in 1999.  The higher rate in 2001 was due
to the full-year effect of the ARCO and Burmah Castrol  acquisition amortization
charge (which is non-deductible  for tax purposes).  The increase in the rate in
2000 over 1999 was caused by the acquisition amortization charge in 2000 but not
in 1999, offset by lower timing benefits in 1999.

Outlook

     The outlook for oil and gas prices is weaker than last year  because of the
state of the  global  economy,  a mild US winter  and  reduced  jet fuel  demand
following  the  events of  September  11.  The crude oil  market  looks  broadly
balanced for the first half of 2002, if OPEC's latest round of quota  reductions
offsets  current  demand  weakness.  Additional  OPEC oil may be required in the
second half of the year to balance the market if demand improves in line with an
economic  recovery.  In the US natural gas market, a combination of recovery and
lower  natural gas prices may boost  demand  during 2002,  while lower  drilling
activity could curtail growth in domestic production. Refining margins have been
poor so far in 2002 and may remain  under  pressure in the near term  because of
weak oil product demand growth and relatively  high  inventories,  especially in
the key US  market.  Retail  margins  are  currently  weaker  owing  to  intense
competitive pressure. In chemicals, the near-term pattern of demand is likely to
be unchanged.



Environmental Expenditure
                                                                 Years ended December 31,
                                                               --------------------------
                                                                2001      2000       1999
                                                               -----     -----      -----
                                                                        ($ million)

                                                                             
Operating expenditure.......................................     575       653        414
Capital expenditure.........................................     423       298        246
Clean-ups...................................................      67        81         92
New provisions for environmental remediation................     180       228        145
New provisions for decommissioning..........................     156       139         80


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

     Environmental  expenditure decreased in 2001 compared with 2000, reflecting
benefits realized from environmental programmes in prior years and the impact of
refinery disposals.  Capital expenditure increased in 2001 compared with 2000 as
a result of projects to reduce refinery emissions  associated with our agreement
with the  Environmental  Protection  Agency and upgrades required to meet new US
emission  requirements  for gasoline and highway  diesel.  Further  increases in
capital  expenditure are expected in the near term. In addition to operating and
capital  expenditures,  we  also  create  provisions  for  future  environmental
remediation.  Expenditure  against  such  provisions  is  normally  incurred  in
subsequent  periods and is not included in environmental  operating  expenditure
reported for such periods.


                                       75


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

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

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

Insurance

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

The Euro

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

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

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

     By the end of 2001 all BP's  business  activities  in the  countries of the
euro zone were ready for full operation in euros  following the official  launch
of the notes  and  coins on  January  1,  2002.  The  Company's  commercial  and
financial  processes had been  successfully  adapted with effect from January 1,
1999 to allow its European operations to undertake  transactions in the euro and
capture  competitive  advantage  offered  by the new  currency.  In common  with
experience  generally  across Europe,  the actual level of  transactions in euro
which had previously been low rose significantly in the second half of 2001. The
costs associated with the euro programme are estimated at $100 million, of which
more than $90 million had been  incurred by the end of the year. Of this amount,
$30 million has been capitalized.




                                       76


                         LIQUIDITY AND CAPITAL RESOURCES



Cash Flow
                                                                 Years ended December 31,
                                                               --------------------------
                                                                2001      2000       1999
                                                               -----     -----      -----
                                                                        ($ million)

                                                                          
Net cash inflow from operating activities...................  22,409    20,416     10,290
Net cash inflow (outflow) ..................................   1,002     3,743        (82)


     Net cash  inflow for 2001 was $1,002  million,  compared  with an inflow of
$3,743 million in 2000. This is primarily  driven by higher capital  expenditure
and  significantly  lower divestment  proceeds (2000 included  proceeds from the
sale of the ARCO Alaska  assets).  The improvement in cash flow between 1999 and
2000 results from an almost doubling of operating cash flow partially  offset by
higher tax payments and net cash outflows from capital expenditure, acquisitions
and disposals.

     Net cash inflow from operating  activities  increased to $22,409 million in
2001 from $20,416 million in 2000 and $10,290  million in 1999.  Lower income in
2001 compared with 2000 was more than  compensated  for by lower working capital
requirements and higher depreciation.  Net cash inflow from operating activities
increased  to $20,416  million in 2000 from  $10,290  million in 1999.  The main
factor in this improvement was the increased operating earnings.

     Dividends from joint ventures and  associated  undertakings  have decreased
from  $1,168  million in 1999 to $1,039  million in 2000 and to $632  million in
2001.  The principal  factor  underlying  this decrease was the  dissolution  in
August, 2000 of the BP/Mobil European joint venture although in 2000 the decline
was partially offset by an increase in dividends from associated undertakings.

     The net cash outflow from servicing of finance and returns from investments
was $948 million in 2001,  $892 million in 2000 and $1,003  million in 1999. The
higher cash outflow in 2001  compared  with 2000 arises  because the decrease in
interest payments was more than offset by the decrease in interest receipts. The
net cash  outflow  from  servicing  of  finance  and  returns  from  investments
decreased to $892 million from $1,003  million in 1999,  principally  because of
the lower  payment of  dividends  to  minority  shareholders.  The  increase  in
interest payments was largely offset by the increase in interest receipts.

     Tax  payments  decreased to $4,660  million in 2001 from $6,198  million in
2000 reflecting lower profit in 2001 and additional taxes in 2000 related to the
FTC mandated disposal of ARCO's Alaskan operations. The increase in tax payments
from $1,260 million in 1999 to $6,189 million are attributable to higher profits
and the FTC mandated disposal in 2000.

     Payments  for capital  expenditures  on fixed  assets net of proceeds  from
sales of fixed assets,  amounted to $9,849  million in 2001 compared with $7,072
million in 2000 and $5,385  million in 1999.  The increase in 2001 over 2000 was
due to higher capital  expenditure and lower disposal  proceeds.  Higher capital
expenditure  in 2000  compared  with 1999 was partly  offset by higher  disposal
proceeds.  We are targeting  annual  investment in the $12-13 billion range over
the period 2001 to 2003 which is consistent  with historic  levels of investment
for the enlarged Group.

     Acquisitions  and  disposals of  businesses  produced a net cash outflow of
$1,755  million  compared  with an inflow  of $865  million  in 2000  reflecting
decreased  acquisition  activity  and lower  disposal  proceeds.  2000  included
disposal  proceeds of $6,803  million,  for the FTC mandated  sales,  which were
largely offset by the Burmah Castrol acquisition.  Acquisitions and disposals of
businesses  produced a net cash inflow of $243 million in 1999.  The increase in
disposal  proceeds of $7,041 million between 1999 and 2000 was largely offset by
increased spend on acquisitions and investments in associated undertakings.

     Overall net cash outflow for capital  expenditure and acquisitions,  net of
disposals, was $11,604 million (2000 $6,207 million and 1999 $5,142 million).

     Dividend  payments have  increased to $4,827 million from $4,415 million in
2000 and  $4,135  million  in 1999.  The  increase  in 2001  compared  with 2000
reflects the impact of the higher  dividend  partly offset by share  repurchases
during 2001.  Higher  dividend  payments in 2000  compared with 1999 reflect the
increase in shares in issue as a result of the ARCO acquisition and the dividend
increase in the third  quarter of 2000,  partially  offset by share  repurchases
during 2000.



                                       77



Financing the Group's Activities

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

     The Group's  finance debt is almost  entirely in US dollars and at December
31, 2001  amounted to $21,417  million  (2000  $21,190  million) of which $9,090
million (2000 $6,418 million) was short term.

     Net debt, that is debt less cash and liquid resources,  was $19,609 million
at the end of 2001, an increase of $250 million over the year.  The ratio of net
debt to net debt plus  equity  was 21% at the end of both  2001 and 2000.  After
adjusting for the fixed asset  revaluation  adjustment  and goodwill  consequent
upon the ARCO and Burmah Castrol acquisitions, the ratio of net debt to net debt
plus equity was 26%. Our target range for this ratio for periods to December 31,
2001 was 20-30%.

     The maturity profile and fixed/floating rate characteristics of the Group's
debt are described in Item 18 -- Financial Statements -- Note 25.

     In  addition to  reported  debt,  BP uses  conventional  off balance  sheet
arrangements  such as  operating  leases and  borrowings  in joint  ventures and
associated  undertakings.  At December 31, 2001 the Group's share of third party
borrowings of joint  ventures and associated  undertakings  was $460 million and
$1,136 million respectively. These amounts are not reflected in the Group's debt
on the balance sheet.

     The  Company  has issued  guarantees  under which  amounts  outstanding  at
December 31, 2001 were $19,900 million (2000 $14,133 million), including $19,843
million  (2000  $14,076  million)  in respect of  borrowings  by its  subsidiary
undertakings.

     At  December  31, 2001  contracts  had been  placed for  authorized  future
capital  expenditure   estimated  at  $4,712  million,   mainly  in  respect  of
exploration  and  production  activities.  Such  expenditure  is  expected to be
financed  largely  by cash flow from  operating  activities.  The Group also has
access to significant  sources of liquidity in the form of committed  facilities
and other funding through the capital  markets.  At December 31, 2001, the Group
had available undrawn committed  borrowing  facilities of $3,400 million ($3,450
million at December 31, 2000).

     The following table summarizes the principal  financial  obligations  which
are described in Item 18 -- Financial Statements -- Notes 25 and 32.



                                                                       Payments due by period
                                                   ----------------------------------------------------------
                                                           Within    1-2     2-3     3-4     4-5
                                                   Total   1 year  years   years   years   years   Thereafter
                                                   -----   ------  -----   -----   -----   -----   ----------
                                                                      ($ million)
                                                                                   
Long-term borrowings............................  12,751    1,993  1,460     641   1,566     651        6,440
Finance lease obligations.......................   3,648       97    159     165     173     177        2,877
Operating leases................................   5,866      958    729     573     515     465        2,626


     We have in place a European  Debt Issuance  Programme  (DIP) and a US Shelf
Registration  under each of which the Group may raise an aggregate of $6 billion
of debt for  maturities  of one month or longer.  At March 26, 2002,  the amount
drawn down against the DIP was $564  million,  and $1,500  million  under the US
Shelf Registration.

     Commercial  paper  markets  in the US and  Europe  are a primary  source of
liquidity for the Group. At December 31, 2001 the outstanding  commercial  paper
amounted to $4,634 million (2000 $2,943 million).

     BP believes that,  taking into account the  substantial  amounts of undrawn
borrowing  facilities  available,  the Group has sufficient  working capital for
foreseeable requirements.




                                       78


Liquidity Risk

     Liquidity risk is the risk that suitable sources of funding for the Group's
business  activities may not be available.  The Group has long-term debt ratings
of Aa1 and AA+ assigned  respectively  by Moody's and  Standard and Poor's.  The
Group has access to a wide range of funding at  competitive  rates  through  the
capital markets and banks. It co-ordinates  relationships with banks,  borrowing
requirements,  foreign exchange requirements and cash management centrally.  The
Group  believes  it has  access  to  sufficient  funding  and has  also  undrawn
committed  borrowing   facilities  to  meet  currently   foreseeable   borrowing
requirements.  At December 31, 2001, the Group had available  undrawn  committed
facilities of $3,400 million. These committed facilities,  which are mainly with
a number of international  banks, expire in 2002. The Group expects to renew the
facilities on an annual basis.

Credit Risk

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




                                       79

            CRITICAL ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS


UK GAAP Accounting Policies

     The  preparation  of financial  statements in conformity  with UK generally
accepted accounting practices (UK GAAP) requires the Group to make estimates and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the accounts and the  reported  amounts of revenues and expenses  during
the  reporting  period.  Actual  outcomes  could differ from the  estimates  and
assumptions used.

     The Company believes that the critical  accounting  policies and areas that
require  the  most  significant  judgments  and  estimates  to be  used  in  the
preparation  of  consolidated  financial  statements  are in relation to oil and
natural gas reserves, depreciation and amounts provided, impairment,  provisions
for deferred  taxation,  decommissioning,  and  environmental  liabilities,  and
pension and other postretirement benefits.

Oil and Gas Reserves

     BP's oil and natural gas  reserves are  estimated by the Group's  petroleum
engineers in accordance with industry standards and SEC regulations.  Proved oil
and gas  reserves are the  estimated  quantities  of crude oil,  natural gas and
natural gas liquids which  geological  and  engineering  data  demonstrate  with
reasonable  certainty to be  recoverable  in future years from known  reservoirs
under existing economic and operating conditions.  Accordingly,  these estimates
do not include probable or possible reserves. Estimated oil and gas reserves are
based on  available  reservoir  data  and  prices  and  costs as of the date the
estimate is made and are subject to future revision.

Depreciation and Amounts Provided

     The Group follows the  successful  efforts method of accounting for its oil
and gas activities. This accounting principle, among other things, requires that
the capitalized costs for proved oil and gas properties (which include the costs
of  drilling  successful  wells) be  amortized  on the  basis of  oil-equivalent
barrels  that are produced in a period as a  percentage  of the total  estimated
proved  reserves.  The impact of changes in estimated  proved reserves are dealt
with  prospectively by amortizing the remaining book value of the asset over the
expected future  production.  If proved reserve  estimates are revised downward,
earnings  could be  affected  by higher  depreciation  expense  or an  immediate
write-down of the property's book value (see impairment discussion below).

     Other tangible and intangible  assets are depreciated on the straight- line
method over their estimated useful lives. The average  estimated useful lives of
refineries  are 20 years,  chemicals  manufacturing  plants 20 years and service
stations 15 years.  Other  intangibles are amortized over a maximum period of 20
years, with most goodwill amortized over 10 years.

Impairment of Assets

     Fixed assets and goodwill are assessed for  impairment  if there are events
or changes in  circumstances  which  indicate  that  carrying  values may not be
recoverable.  This entails comparing the carrying value of the income-generating
unit and associated  goodwill with the recoverable amount of the asset, that is,
the  higher of net  realizable  value and value in use.  Value in use is usually
determined on the basis of discounted estimated future net cash flows.

     For oil and  natural gas  properties,  the  expected  future cash flows are
estimated  based on the Group's plans to continue to produce and develop  proved
and associated  risk-adjusted  probable and possible  reserves.  Expected future
cash flows from the sale or production of reserves are  calculated  based on the
Group's best estimate of future oil and gas prices.  The estimated  future level
of production is based on assumptions about future commodity prices, lifting and
development  costs,  field decline  rates,  market  demand and supply,  economic
regulatory climates and other factors.

     Relatively  modest  amounts of impairment  are routinely  recognized in the
Group's results as a result of adverse changes in the recoverable  reserves from
oil and natural  gas fields,  low plant  utilization  or reduced  profitability.
However,  if there are low oil prices or natural gas prices or refining  margins
or chemicals  margins over an extended  period,  the Group may need to recognize
significant impairment charges.

Deferred Taxation

     For  accounting  periods  up to and  including  2001,  the  Group  provided
deferred  taxation on a partial  provision  basis (see below for a discussion of
the new  accounting  standard,  FRS 19,  that has been  adopted  in 2002).  This
requires  estimates  to be made of the extent to which  timing  differences  are
expected to reverse in the foreseeable future.

                                       80


Decommissioning and Environmental Costs

     The  Group  holds  provisions  for the  future  decommissioning  of oil and
natural gas  production  facilities  and pipelines at the end of their  economic
lives. The largest asset removal obligations facing BP relate to the removal and
disposal of oil and natural gas platforms and  pipelines  around the world.  The
estimated  discounted  costs of dismantling  and removing  these  facilities are
accrued at the commencement of production. Most of these removal obligations are
many years in the future and the precise  requirements  that will have to be met
when the removal event actually occurs are uncertain. Asset removal technologies
and costs are constantly changing, as well as political,  environmental,  safety
and public expectations.

     BP also makes judgments and estimates in recording  costs and  establishing
provisions for  environmental  clean-up and remediation costs which are based on
current   information  on  costs  and  expected  plans  for   remediation.   For
environmental  provisions,  actual  costs can differ from  estimates  because of
changes in laws and regulations, public expectations,  discovery and analysis of
site conditions and changes in clean-up technology.

Pensions and Other Postretirement Benefits

     Accounting for pensions and other postretirement benefits involves judgment
about uncertain events,  including estimated  retirement dates, salary levels at
retirement,  mortality rates,  rates of return on plan assets,  determination of
discount rates for measuring plan obligations,  health care cost-trend rates and
rates of utilization of health care services by retirees.  These assumptions are
based on the environment in each country. Determination of the projected benefit
obligations for the company's defined benefit pension and  postretirement  plans
are important to the recorded  amounts for such obligations on the balance sheet
and to the amount of benefit  expense in the income  statement.  The assumptions
used may vary from year-to-year, which will affect future results of operations.
Any  differences  between  these  assumptions  and the actual  outcome will also
impact future results of operations.

Impact of New UK Accounting Standards

     The Group has adopted  Financial  Reporting  Standard No. 19 'Deferred Tax'
with effect from  January 1, 2002.  If this new standard had been applied to the
reported  results for 2001,  the tax charge for the year would have increased by
$1,358 million to $6,375 million. In addition,  at December 31, 2001 there would
have been a reduction of $9,050 million in shareholders' interest.

     In December  2000,  the UK  Accounting  Standards  Board  issued  Financial
Reporting  Standard No. 17  'Retirement  Benefits'  ('FRS17').  This standard is
fully effective for accounting periods ending on or after June 22, 2003. Certain
of the disclosure  requirements  are effective for periods prior to 2003. 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 FRS17 on
the Group's results of operations.  It is believed that at December 31, 2001 the
impact on shareholders' interest would not be significant.

US GAAP

     The consolidated financial statements of BP are prepared in accordance with
UK GAAP, which differs in certain respects from US generally accepted accounting
principles (US GAAP). The principal  differences between US GAAP and UK GAAP for
BP Group reporting are discussed in Note 43 of Notes to Financial Statements.

New US GAAP Accounting Standards adopted in 2001

     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.

     The Group's  accounting  policies under UK GAAP do not satisfy the criteria
for hedge  accounting  under  SFAS 133.  The Group does not intend to modify its
practice under UK GAAP.


                                       81


     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 those derivative instruments, there was no impact
of  adopting  SFAS  133 on the  Group's  results  of  operations  and  financial
position, as adjusted to accord with 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) and a pre tax credit to other  comprehensive  income of $57
million ($37 million after tax).  The net gain  included in other  comprehensive
income as of January 1, 2001 has been  reclassified  into earnings  during 2001.
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.  SFAS 133
requires  these  contracts  to be  marked  to  market.  On the basis of SFAS 133
Implementation  Issue C11, the cumulative  effect of adopting SFAS 133 for these
derivatives  resulted in a pre-tax charge to income,  as adjusted to accord with
US GAAP, at July 1, 2001 of $530 million ($344 million after tax).

     Because the Company  does not intend to modify its  accounting  practice to
satisfy the criteria for hedge accounting under SFAS 133, the Group's results of
operations,  as  adjusted  to  accord  with US  GAAP,  will not  necessarily  be
representative  of the  results it would  report if US GAAP were used to prepare
the consolidated  financial statements of the Group and the Group sought to meet
the hedge criteria of SFAS 133 and to apply hedge accounting.

Impact of New US Accounting Standards

     In June  2001  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial Accounting Standards No.141 'Business Combinations' (SFAS
141) and No. 142 'Goodwill and Other  Intangible  Assets' (SFAS 142). Under SFAS
141, the pooling of interest  method of accounting is no longer  permitted;  the
purchase method must be used for all business combinations  initiated after June
30, 2001.  SFAS 142, which is effective for accounting  periods  beginning after
December  15,  2001,   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 will continue to be amortized over their estimated useful lives.

     It is estimated that  elimination of the  requirement to amortize  goodwill
would increase the Group's results of operations,  as adjusted to accord with US
GAAP, by approximately $1,200 million for the year ended December 31, 2002.

     Also 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 and
shareholders' interest as adjusted to accord with US GAAP.

     In August 2001, the FASB issued 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. SFAS 144 is effective for accounting  periods beginning after
December 15, 2001.

     The Company has not yet  determined  the effect of adopting SFAS 144 on its
results of operations and  shareholders'  interest as adjusted to accord with US
GAAP.

                                       82


ITEM 6 -- DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

                         DIRECTORS AND SENIOR MANAGEMENT

     The  following  lists  the  18  directors  on the  board  and  the  company
secretary.



                                                                           Initially elected
Name                                                                       or appointed
------                                                                     --------------

                                                                            
P D Sutherland................   Non-executive chairman (a)                Chairman since May 1997
                                                                           Director since July 1995
Sir Ian Prosser...............   Non-executive deputy chairman (a)(b)(c)   Deputy chairman since
                                                                           February 1999
                                                                           Director since May 1997
The Lord Browne of Madingley..   Executive director (Group chief           September 1991
                                 executive)
Dr J G S Buchanan.............   Executive director (Chief financial       October 1996
                                 officer)
R F Chase.....................   Executive director (Deputy group chief    March 1992
                                 executive)
W D Ford......................   Executive director                        January 2000
Dr B E Grote..................   Executive director                        August 2000
R L Olver.....................   Executive director                        January 1998
J H Bryan.....................   Non-executive director (a)(c)             December 1998
E B Davis, Jr.................   Non-executive director (a)(b)(c)          December 1998
Dr D S Julius.................   Non-executive director (a)(b)             November 2001
C F Knight....................   Non-executive director (a)(b)             October 1987
F A Maljers...................   Non-executive director (a)(d)             December 1998
Dr W E Massey.................   Non-executive director (a)(d)             December 1998
H M P Miles...................   Non-executive director (a)(c)(d)          June 1994
Sir Robin Nicholson...........   Non-executive director (a)(b)             October 1987
M H Wilson....................   Non-executive director (a)(c)             December 1998
Sir Robert Wilson.............   Non-executive director (a)(c)(d)          July 1998
J C Hanratty..................   Secretary                                 October 1994


----------

(a)  Member of the Chairman's Committee.

(b)  Member of the Remuneration Committee.

(c)  Member of the Audit Committee.

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

     Mrs R S Block retired as a non-executive director on April 19, 2001; Dr C S
Gibson-Smith retired as an executive director on April 19, 2001; the Lord Wright
of Richmond  retired as a  non-executive  director on April 30, 2001, and Mr R J
Ferris  retired as a  non-executive  director on June 8, 2001. Dr D S Julius was
appointed a  non-executive  director  with effect from November 29, 2001. Mr W D
Ford will  retire as an  executive  director  on March 31,  2002 and Sir  Robert
Wilson will not be seeking  re-election at the next annual  general  meeting and
will therefore retire as a non-executive director on April 18, 2002.

     BP's  articles of  association  require  directors who have held office for
three  years or more since they were  appointed  or  re-elected  to retire  from
office  at  the  Company's  annual  general  meeting,  together  with  directors
appointed by the board since the last annual general meeting. Retiring directors
may offer  themselves  for  re-election.  The  Directors  retiring  and offering
themselves  for   re-election   at  this  year's  meeting  are  Mr  J  H  Bryan,
Mr  E  B Davis Jr,  Mr  F  A  Maljers,  Dr  W  E  Massey,  Mr P D Sutherland and
Mr M H Wilson. Dr D S Julius is standing for election by the shareholders.

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

     P D Sutherland,  SC -- Peter  Sutherland  (55) rejoined BP's board in 1995,
having  previously  been a  non-executive  director  from  1990 to 1993.  He was
appointed chairman of BP in 1997. He is chairman of Goldman Sachs  International
and a non-executive director of Telefonaktiebolaget LM Ericsson, Investor AB and
The Royal Bank of Scotland Group.




                                       83


     Sir Ian Prosser -- Sir Ian (58) joined BP's board in 1997 and was appointed
non-executive  deputy chairman in 1999. He is chairman of Six Continents.  He is
also a non-executive director of GlaxoSmithKline,  and chairman of the Executive
Committee of the World Travel and Tourism Council.

     The Lord  Browne of  Madingley,  FREng -- Lord  Browne,  formerly  Sir John
Browne,  (54), group chief executive,  was appointed an executive director of BP
in 1991 and group chief  executive in 1995.  He is a  non-executive  director of
Goldman Sachs Group and Intel Corporation,  and a trustee of the British Museum.
He is also  vice  president  and a member  of the  board of the  Prince of Wales
Business Leaders Forum.

     Dr J G S Buchanan -- John  Buchanan  (58),  chief  financial  officer,  was
appointed an executive director of BP in 1996. He is a non-executive director of
Boots.

     R F Chase -- Rodney Chase (58), deputy group chief executive, was appointed
an executive director of BP in 1992. He is a non-executive  director of Computer
Sciences Corporation and Diageo.

     W D Ford -- Doug Ford (58), chief executive,  downstream,  was appointed an
executive  director of BP in January 2000.  Before the merger of BP and Amoco he
had been an executive vice president of Amoco since 1993. He is a  non-executive
director of USG Corporation and a Trustee of the University of Notre Dame.

     Dr B E Grote -- Byron Grote (53), chief executive, chemicals, was appointed
an executive director of BP in 2000.

     R L Olver -- Dick Olver (55), chief executive,  upstream,  was appointed an
executive  director  of BP in 1998.  He is a  non-executive  director of Reuters
Group.

     J H Bryan -- John Bryan (65) joined Amoco's board in 1982. He serves on the
boards of Bank One Corporation, General Motors Corporation and Goldman Sachs. He
retired as chairman of Sara Lee Corporation in 2001.

     E B Davis,  Jr -- Erroll B. Davis, Jr (57) joined Amoco's board in 1991. He
is chairman,  president and chief executive  officer of Alliant Energy.  He is a
non-executive director of PPG Industries and a member of the American Society of
Corporate  Executives.  He serves as a director of the Wisconsin  Association of
Manufacturers and Commerce, the Edison Electric Institute and the Electric Power
Research  Institute.  He is also  chairman  of the board of trustees of Carnegie
Mellon University.

     Dr D S Julius,  CBE -- DeAnne  Julius  (52)  joined  BP's board in November
2001.  She is a  non-executive  director  of the  Court of the Bank of  England,
Lloyds  TSB and Serco.  From 1997 until June 2001 she was a full time  member of
the Monetary Policy Committee of the Bank of England.

     C F Knight -- Charles Knight (66) joined BP's board in 1987. He is chairman
of Emerson Electric and is a non-executive  director of  Anheuser-Busch,  Morgan
Stanley Dean Witter, SBC Communications and IBM.

     F A Maljers -- Floris  Maljers (68) joined  Amoco's  board in 1994. He is a
member of the supervisory boards of SHV Holding and Vendex NV. He is chairman of
the supervisory boards of KLM Royal Dutch Airlines, the Amsterdam  Concertgebouw
NV and Rotterdam School of Management, Erasmus University.

     Dr W E Massey -- Walter Massey (63) rejoined Amoco's board in 1993,  having
previously  been a director  from 1983 to 1991.  He is  president  of  Morehouse
College and is a non-executive director of Motorola, Bank of America, McDonald's
Corporation,  the Mellon  Foundation and the  Commonwealth  Fund. In 2001 he was
appointed by  President  George W. Bush to serve on the  President's  Council of
Advisors on Science and Technology.

     H M P Miles,  OBE -- Michael  Miles (65) joined  BP's board in 1994.  He is
chairman of Johnson Matthey and a non-executive  director of ING Baring Holdings
and Balfour Beatty.

     Sir Robin  Nicholson,  FREng,  FRS -- Sir Robin (67)  joined  BP's board in
1987. He is a non-executive director of Rolls-Royce.

     M H Wilson -- Michael  Wilson  (64)  joined  Amoco's  board in 1993.  He is
president  and chief  executive  officer of Brinson  Canada and a  non-executive
director of Manufacturers Life Insurance Company and UBS Asset Management.

     Sir Robert Wilson, KCMG -- Sir Robert (58) joined BP's board in 1998. He is
chairman of Rio Tinto and a non-executive director of Diageo.




                                       84


     J C Hanratty  -- Judith  Hanratty  (58) joined BP in London in 1986 and was
appointed  company secretary in 1994. Miss Hanratty reports to the non-executive
Chairman and is not part of executive management. She provides senior governance
and legal  counsel to the Board.  She is a  nominated  member of the  Council of
Lloyd's of London and of the Lloyd's Market Board.  She is also a  non-executive
director of Partnerships UK and Charles Taylor  Consulting,  and a member of the
Competition  Commission  and the Takeover  Panel.  A barrister,  she is also the
chairman of the  Commonwealth  Institute  and deputy  chairman of the College of
Law.

                                  COMPENSATION

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

Reward Policy

     The Remuneration  Committee's reward policy reflects its belief in the need
to  attract,   motivate  and  retain  world-class  executive  talent.  The  main
principles of the policy are:

     --   Total reward levels should reflect the  competitive  global market and
          the committee actively seeks independent advice on this.

     --   The majority of the total reward is linked to achievement of demanding
          performance  targets as shown in the  descriptions  of the elements of
          remuneration.  By way of illustration,  in 2001 over three-quarters of
          the executive directors' remuneration was performance-based.

     --   Executive  directors  should share the  interests of  shareholders  in
          making BP  successful  to the  benefit  of all  shareholders.  This is
          achieved through setting robust performance  targets based on measures
          of  shareholders'  interests  and through the  committee's  policy for
          executive directors to hold a significant shareholding in the company,
          currently equivalent to 5 times their base salary.

     --   The  performance  targets  in  the  Executive   Directors'  Long  Term
          Incentive   Plan  must   encompass   demanding   comparisons  of  BP's
          shareholder  returns and earnings with those of other companies in its
          own industry and in other sectors as well.

     --   The committee  continually  assesses  whether the reward  structure is
          achieving  its  objectives.  In late 2001,  it reviewed  the  existing
          remuneration of all executive directors relative to a comparator group
          of global  companies.  After taking  independent  external  advice the
          committee  agreed  that  there  should  be no  major  changes  in  the
          framework  for total  reward.  In 2002 it will be reviewing  long-term
          incentive awards.

     --   In 2002 base salaries for the executive directors will be increased by
          less than 10%, in line with similar global companies.

     --   All UK executive directors appointed after 1996 should hold a contract
          of service with a maximum of a one-year period of notice.

Elements of remuneration

     An increasing share of executive directors' pay is performance-related with
the majority now based on long-term performance.  The more senior the executive,
the greater the proportion of 'at risk' remuneration.

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

Performance-based Components -- Long-term

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

     EDLTIP has three elements:

Share Element

     The share element compares BP's performance against 'oil majors' over three
years,  on a rolling  basis.  This has been  assessed  in terms of a  three-year
shareholder  return  against  the  market  (SHRAM),  return on  average  capital
employed (ROACE) and earnings per share (EPS) growth.



                                       85


     The committee  reviews and approves  annually the performance  measures and
the comparator  companies.  The comparator group of companies used for the SHRAM
performance  condition in the share element has been reduced so much by industry
consolidation that the committee has decided for the 2002-2004 Plan to change to
the FTSE All World  Oil and Gas index  weighted  by market  capitalization.  The
committee is satisfied that this change does not make the performance targets of
the plan less demanding.

     Performance  units are granted at the beginning of the period and converted
into an  award of  shares  at the end of the  three-year  period,  depending  on
performance.  It is a  condition  for any such award that the  individual  holds
shares equivalent to at least five times base salary.

     Shares  awarded  are then  held in trust for three  years  before  they are
released  to the  individual.  This  gives the  executive  directors  a six-year
incentive  structure,  and ensures  their  interests  are aligned  with those of
shareholders.

Share Option Element

     The share option  element  reflects  BP's  performance  relative to a wider
selection of global  companies.  The committee will take into account BP's total
shareholder  return (TSR) compared with the TSR for the FTSE Global 100 group of
companies over the three years preceding the grant.

Cash Element

     The cash  element  allows the  Remuneration  Committee to grant cash rather
than share-based incentives in exceptional  circumstances.  This element was not
used in 2001.

Performance-based Components -- Short-term

Annual Bonus

     The  short-term   performance-related  component  of  executive  directors'
remuneration consists of an annual bonus. The Remuneration Committee reviews and
sets bonus targets and level of eligibility  annually.  The target level is 100%
of base  salary  (except  for Lord  Browne  who has a 110%  target).  There is a
stretch level of 150% of base salary for substantially exceeding targets.

     Targets  consist  of  a  mix  of  demanding  financial  targets  and  other
leadership  objectives  covering areas such as people,  safety,  environment and
organization.

Fixed Components

Salary

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

Pension

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

Benefits and Other Share Schemes

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

Resettlement Allowance

     Expatriates may receive a resettlement allowance for a limited period.




                                       86


2001 Remuneration for Executive Directors

     The Group  achieved a strong result in 2001,  leading the industry in ROACE
and EPS growth.  SHRAM results  placed BP second in the group of comparable  oil
companies.  Cumulative  savings on the combined  cost  structure of the enlarged
Group reached their target of $5.8 billion  pre-tax,  compared with a 1998 base.
There was  excellent  progress on  leadership  targets  such as people,  safety,
environment and organization.



                                 Long term remuneration                                   Annual remuneration
                       ------------------------------------------  ---------------------------------------------------------------
                                            Shares
                                           awarded
                           Performance       under
                         units granted   1999-2001        Share    2001 annual                Benefits
Summary of             under 2001-2003       share       option    performance               and other          2001         2000
remuneration             share element(a)  element(b)    grants(c)       bonus    Salary    emoluments         total        total
                       ---------------   ---------        ------   -----------    ------    ----------         -----        -----
                                                                                           ($ thousand)
                                                                                                   
The Lord Browne of Madingley   415,000     472,500    1,269,843          2,566     1,728            79         4,373        2,762
Dr J G S Buchanan...........   165,000     280,000      253,971            933       691            32         1,656        1,527
R F Chase...................   205,000     315,000      312,171          1,147       850            45         2,042        1,723
W D Ford....................   170,000     175,000      261,036            972       720           496(d)      2,188        1,869
Dr B E Grote................   155,000     175,000      241,092            898       665           301(d)      1,864          651
R L Olver...................   170,000     252,000      260,319            956       708            53         1,717        1,451
Director leaving the board in 2001
Dr C S Gibson-Smith.........        --     252,000           --            773       497           444(e)      1,714        1,429

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

     The table above represents  remuneration received by executive directors in
     the 2001 financial  year, with the exception of the 2001 annual bonus which
     was earned in 2001 but paid in 2002. A conversion  rate of (pound)1 = $1.44
     has been used for 2001, (pound)1 = $1.51 for 2000.

(a)  Performance  units granted under the 2001-2003 LTPP are converted to shares
     at the end of the performance period. Maximum of two shares per performance
     unit.

(b)  Gross  award  of  shares.  Sufficient  shares  are  sold  to  pay  for  tax
     applicable.  Remaining  shares  are held in trust  until 2005 when they are
     released to the individual.

(c)  Options  granted in  February  2001 have a grant price of  (pound)5.67  per
     share. Mr Ford and Dr Grote hold ADSs; the above numbers and prices reflect
     calculated equivalents.

(d)  Includes  resettlement  allowances for Mr Ford and Dr Grote of $440,000 and
     $300,000 respectively.

(e)  Includes pay in lieu of notice for Dr Gibson-Smith of $386,000.



                                       87

Long-term performance-based components

Long Term Performance Plan (LTPP) and Share Element

       The LTPP award for the 1999-2001 performance period was made in February
2002 based on results achieved. The shares then have a minimum three years'
retention in trust and no shares will be released until the director has a
personal holding of BP shares equivalent to five times base salary.



Performance period of Plan           1998-2000           1999-2001           2000-2002           2001-2003
                                  ---------------     ---------------     ---------------     ---------------
Year of award                           2001                2002                2003                2004
                                  ---------------     ---------------     ---------------     ---------------
Performance measures (a)                                 SHRAM, EPS         SHRAM, EPS           SHRAM, EPS
                                       SHRAM              and ROACE          and ROACE            and ROACE
                                  ---------------     ---------------     ---------------     ---------------
                                   Actual award       Expected award (c)      Maximum              Maximum
                                                                                award               award
                               (shares)  (value)(b) (shares)  (value)(d)      (shares)            (shares)
                                ------   ------      ------   ------           ------              ------
                                    ($ thousand)         ($ thousand)
                                                                                  
Current executive directors
The Lord Browne of Madingley.  532,600    4,357     472,500    3,708          560,000             830,000
Dr J G S Buchanan............       -- (e)   --     280,000    2,197          308,000             330,000
R F Chase....................  339,000    2,773     315,000    2,472          348,000             410,000
W D Ford.....................       --       --     175,000    1,373          264,000             340,000
Dr B E Grote.................  247,000    2,020     175,000    1,373          170,000             310,000
R L Olver....................  297,400    2,433     252,000    1,978          294,000             340,000
Former executive directors
Dr C S Gibson-Smith..........  297,400    2,433     252,000    1,978          280,000                  --
B K Sanderson................  339,000    2,773     280,000    2,197               --                  --
H L Fuller...................       --       --     472,500    3,708               --                  --


----------
(a)  Shareholder  return against the market  (SHRAM),  earnings per share (EPS),
     return on average  capital  employed  (ROACE).  In order to assess  current
     performance  on a  consistent  basis  with  past  performance  and a  basis
     comparable with major competitors,  EPS and ROACE in 2000 and going forward
     will be calculated on a pro forma basis,  adjusted for special  items.  The
     pro forma basis excludes acquisition amortization and for operating capital
     employed it excludes the fixed asset  revaluation  adjustment  and goodwill
     resulting  from the  ARCO  and  Burmah  Castrol  acquisitions.  Acquisition
     amortization is the  depreciation  relating to the fixed asset  revaluation
     adjustment and amortization of goodwill consequent upon these acquisitions.
     Special items are non-recurring charges and credits that are not classified
     as exceptional under UK GAAP.

(b)  Based  on  average  market  price  on  date  of  award   ((pound)5.68/$8.18
     at(pound)1 = $1.44).

(c)  The  Remuneration   Committee's   current  expectation  based  on  assessed
     performance and other terms of the Plan. The calculations for the 1999-2001
     Plan include the share split.

(d)  Based  on   mid-market   price  of  BP  shares   on   February   12,   2002
     ((pound)5.45/$7.85 at(pound)1 = $1.44).

(e)  Dr  Buchanan  elected to defer until 2004 the  determination  of whether an
     award should be made for this period.

     For the 1998-2000 LTPP BP's performance was assessed in terms of three-year
shareholder  return  against the market  (SHRAM) in  relation  to the  following
companies: Chevron, ExxonMobil, Shell and Texaco. BP came first in the 1998-2000
Plan,  and the  Remuneration  Committee  made the  maximum  award of  shares  to
executive directors in 2001.

     For the 1999-2001 Plan BP's SHRAM again exceeded ChevronTexaco,  ExxonMobil
and TotalFinaElf, but came second to Shell.

     The  Remuneration  Committee has also considered  profitability  and growth
targets for the 1999-2001 Plan, i.e. return on average capital  employed (ROACE)
and earnings per share (EPS) growth. On both measures BP came first in assessing
performance against the same oil companies.

     Based on an initial  performance  assessment  of 175 points out of 200, the
committee  expects to make an award of shares to executive  directors as set out
in the 1999-2001 column of the above LTPP table.

Share Option Element and Other Option Schemes

     Option  grants in 2001 were made taking into  consideration  the ranking of
the Company's total shareholder  return (TSR) against the TSR of the FTSE Global
100 group of companies over the three-year period from January 1, 1998.  Options
granted  vest over three years  (one-third  each after one,  two and three years
respectively)  and have a life of seven years after grant.  Executive  directors
who retire after January 1, 2002 may retain vested options for this period.

                                       88




                                                                                              Market
                                        At                            At                    price at     Date from
                           Option   Jan 1,                        Dec 31,         Option     date of   which first
                             type     2001   Granted  Exercised      2001          price    exercise   exercisable   Expiry date
                           ------ --------   -------  ---------   -------         ------   ---------   -----------   -----------

                                                                                               
The Lord Brown of Madingley  SAYE    5,968        --         --     5,968    (pound)2.89          --    Sept 1, 02    Feb 28, 03
                           EDLTIP  408,522        --         --   408,522    (pound)5.99          --    May 15, 01    May 15, 07
                           EDLTIP       -- 1,269,843         -- 1,269,843    (pound)5.67          --    Feb 19, 02    Feb 19, 08
Dr J G S Buchanan..........  SAYE    2,980        --      2,980        --    (pound)2.32 (pound)5.60    Sept 1, 01    Feb 28, 02
                             SAYE    1,856        --         --     1,856    (pound)3.72          --    Sept 1, 03    Feb 28, 04
                             SAYE      750        --         --       750    (pound)4.50          --    Sept 1, 04    Feb 28, 05
                             SAYE       --     1,320         --     1,320    (pound)5.11          --    Sept 1, 06    Feb 28, 07
                           EDLTIP   75,189        --         --    75,189    (pound)5.99          --    May 15, 01    May 15, 07
                           EDLTIP       --   253,971         --   253,971    (pound)5.67          --    Feb 19, 02    Feb 19, 08
R F Chase.................   SAYE    3,388        --         --     3,388    (pound)4.98          --    Sept 1, 05    Feb 28, 06
                           EDLTIP   85,215        --         --    85,215    (pound)5.99          --    May 15, 01    May 15, 07
                           EDLTIP       --   312,171         --   312,171    (pound)5.67          --    Feb 19, 02    Feb 19, 08
W D Ford(a)...............   NRSO  105,866        --         --   105,866         $20.80          --    Mar 22, 95    Mar 22, 04
                             NRSO  119,100        --         --   119,100         $23.69          --    Mar 28, 96    Mar 28, 05
                             NRSO  132,332        --         --   132,332         $27.68          --    Mar 26, 97    Mar 26, 06
                             NRSO  132,332        --         --   132,332         $34.08          --    Mar 25, 98    Mar 25, 07
                             NRSO  132,332        --         --   132,332         $32.92          --    Mar 24, 99    Mar 24, 08
                              BPA   54,712        --         --    54,712         $53.90          --    Mar 15, 00    Mar 14, 09
                              BPA   38,750        --         --    38,750         $48.94          --    Mar 28, 01    Mar 27, 10
                           EDLTIP       --    43,506         --    43,506         $49.65          --    Feb 19, 02    Feb 19, 08
Dr B E Grote(a)...........    SAR   40,000        --         --    40,000         $13.63          --    Mar 23, 93    Mar 23, 03
                              SAR   40,800        --         --    40,800         $16.63          --    Mar 25, 94    Mar 25, 04
                              SAR   35,600        --         --    35,600         $19.16          --    Feb 28, 95    Feb 28, 05
                              SAR   35,200        --         --    35,200         $25.27          --    Mar  6, 96    Mar  6, 06
                              SAR   40,000        --         --    40,000         $33.34          --    Feb 28, 97    Feb 28, 07
                              BPA   10,404        --         --    10,404         $53.90          --    Mar 15, 00    Mar 14, 09
                              BPA   12,600        --         --    12,600         $48.94          --    Mar 28, 01    Mar 27, 10
                           EDLTIP       --    40,182         --    40,182         $49.65          --    Feb 19, 02    Feb 19, 08
R L Olver.................   SAYE    4,470        --      4,470        --    (pound)2.32 (pound)5.29    Sept 1, 01    Feb 28, 02
                             SAYE    2,386        --         --     2,386    (pound)2.89          --    Sept 1, 02    Feb 28, 03
                             SAYE       --     1,137         --     1,137    (pound)5.11          --    Sept 1, 03    Feb 28, 04
                           EDLTIP   71,847        --         --    71,847    (pound)5.99          --    May 15, 01    May 15, 07
                           EDLTIP       --   260,319         --   260,319    (pound)5.67          --    Feb 19, 02    Feb 19, 08
Director leaving the board in 2001
Dr C S Gibson-Smith.......   SAYE    2,154        --         --     2,154(b) (pound)4.50
                           EDLTIP   68,505        --         --    68,505(b) (pound)5.99


----------

     EDLTIP -- Executive   Directors'  Long  Term  Incentive   Plan  adopted  by
               shareholders  in April  2000 as described  under  Compensation --
               Performance-based  Components -- Long-term.

     BPA    -- BP  share  option  plan  which applied  to US executive directors
               prior to the adoption of the EDLTIP.

     NRSO   -- Amoco  Non-Restricted Stock Option which applied  to Mr  Ford  as
               an employee of Amoco.

     SAR    -- Stock   Appreciation    Rights   under   BP  America  Inc.  Share
               Appreciation Plan.

     SAYE   -- Save as You Earn employee share option scheme.

(a)  Numbers shown are ADSs under option.  One ADS is equivalent to six ordinary
     shares.

(b)  At retirement on April 19, 2001.

Short-term performance-based components

     Executive  directors'  annual  bonus awards for 2001 were based on a mix of
financial targets and leadership objectives  established at the beginning of the
year.  Assessment  of all  the  targets  showed  that,  compared  with a  target
performance of 100 points,  135 points were achieved,  resulting in bonus awards
as shown in the  summary  of  remuneration  under the  heading  Compensation  --
Elements of Remuneration.

Salaries

     Each year the committee  receives  independent advice on competitive global
salary  markets  for the  group  chief  executive  and for the  other  executive
directors.  Taking into account this advice and the fact that base  salaries had
not  previously  been  increased  since October 1999,  the committee  decided to
increase Lord Browne's salary by 47% and the other executive directors' salaries
by an average of 15% for 2001.




                                       89


Pensions


                                                                 Additional        Additional
                                                             pension earned    pension earned
                                                   Accrued       during the        during the
                                   Service      benefit at       year ended        year ended
Pension entitlement--      at December 31,    December 31,     December 31,      December 31,
UK executive directors                2001            2001             2001 (b)          2000 (b)
                             -------------   -------------    -------------     -------------
                                           ($ thousand)(a)  ($ thousand)(a)   ($ thousand)(a)
                                                                              
The Lord Browne of Madingley        35 yrs           1,152              346               (15)
Dr J G S Buchanan...........        32 yrs             461               29                15
R F Chase...................        37 yrs             566               62                (9)
Dr C S Gibson-Smith (c).....        30 yrs             420               48                14
R L Olver...................        28 yrs             470               68                14



----------

(a)  An exchange rate of(pound)1 = $1.44 has been used for 2001,(pound)1 = $1.51
     for 2000.

(b)  Excludes the impact of inflation.

(c)  Figures shown at date ceased being a director (April 19, 2001).

     UK directors are members of the BP Pension Scheme (the Scheme).  The Scheme
offers Inland Revenue-approved  retirement benefits based on final salary. It is
the principal section of the BP Pension Fund (the Fund), the latter being set up
under trust deed.  Company  contributions  to the Fund are made on the advice of
the actuary appointed by the Trustee. No company  contributions were made during
2001.

     Scheme members' core benefits are non-contributory.  They include a pension
accrual of 1/60th of basic salary for each year of service, subject to a maximum
of  two-thirds  of final basic salary;  a lump-sum  death-in-service  benefit of
three times  salary;  and a  dependant's  benefit of  two-thirds of the member's
pension. The Scheme pension is not integrated with state pension benefits.

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

     Pensions  payable from the Fund are guaranteed to be increased  annually in
line with changes to the Retail Prices Index, up to a maximum of 5% a year.

       Directors accrue pension on a non-contributory basis at the enhanced rate
of 2/60ths of their final salary for each year of service as executive directors
(up to the same two-thirds limit). None of the directors is affected by the
pensionable earnings cap.



                                                                 Additional        Additional
                                                             pension earned    pension earned
                                                  Accrued        during the        during the
                                  Service      benefit at        year ended        year ended
Pension entitlement--      at December 31,    December 31,      December 31,      December 31,
US executive directors                2001            2001             2001              2000
                             -------------   -------------    -------------     -------------
                                               ($ thousand)     ($ thousand)      ($ thousand)
                                                                              
W D Ford....................        31 yrs             504(a)           128(a)             67
Dr B E Grote................        22 yrs              83               14                10


----------

(a)  Includes a temporary annuity of $7,123 which is payable until age 62.

     US directors  participate  in the BP Retirement  Accumulation  Plan (the US
Plan). Under the US Plan, the amount of the annuity they are eligible to receive
on a single-life  basis is determined using a cash balance formula.  The US Plan
was  established  in 2000; it superseded  earlier Group pension and cash balance
plans. However, those employees who satisfied certain age and service conditions
at the date of transition  to the US Plan were  provided  with minimum  benefits
equal to those they would have earned under their previous pension arrangements.
In line with US tax regulations,  benefits are provided through a combination of
tax qualified and restoration/non-qualified plans, as appropriate.

     Under these  'grandfathering'  arrangements,  the annuity  benefit  formula
(which  includes a percentage of US Social  Security  benefits) is calculated at
1.67% times years of participation times average annual earnings. These earnings
are  determined  by taking  separately  the three highest  consecutive  calendar
years'  earnings from salary and the three highest  consecutive  calendar years'
bonus awards during the 10 years  preceding  retirement.  The maximum annuity is
60% of such average earnings.




                                       90


     Normal  pensionable  age is 65. No  actuarial  reduction  is applied to the
pension if it is paid from age 60; however,  a reduction of 5% a year is applied
if paid between ages 50 and 59.

     Mr Ford is subject to the  'grandfathering'  arrangements  and his  figures
have been disclosed on this basis.

     Dr Grote is not subject to the 'grandfathering'  arrangements.  His benefit
is  determined  by the cash  balance  formula,  under which each year of service
accrues a monetary credit in a current account. The credit is based on a sliding
scale,  referencing  age and  service,  and is  subject to a minimum of 4% and a
maximum of 11% of eligible pay. The account  balance earns interest on a monthly
basis.

Executive Directors' Shareholdings


                                                                                         Change in
                                                                           At             directors'
                                                              January 1, 2001        interests from
Executive directors' interests in                         At            or on     December 31, 2001
BP ordinary shares or calculated           December 31, 2001      appointment     to March 26, 2002
equivalents                                -----------------  ---------------     -----------------

                                                                                       
Current directors
The Lord Browne of Madingley...........            1,392,184(a)     1,069,445(a)            283,500
Dr J G S Buchanan......................              723,149          721,312               168,242
R F Chase..............................              794,745          709,325               189,204
W D Ford...............................              333,139(b)       311,358(b)            170,687
Dr B E Grote...........................              595,845(b)       431,598(b)            105,000
R L Olver..............................              585,852          421,910               151,526




                                                                                  At
                                                 On retirement       January 1, 2001
                                                --------------       ---------------
                                                                      
Director leaving the board in 2001
Dr C S Gibson-Smith....................                671,812(c)            491,395
----------


(a)  Includes 50,368  ordinary  shares held as ADSs throughout  2001. One ADS is
     equivalent to six ordinary shares.

(b)  Held as ADSs.

(c)  On retirement on April 19, 2001.

     In  disclosing  the above  interests to the company under the Companies Act
1985,   directors  did  not  distinguish  their  beneficial  and  non-beneficial
interests.

     No director has any interest in the preference  shares or debentures of the
company, or in the shares or loan stock of any subsidiary company.

     By operation of law, the  executive  directors who  participate  in certain
all-employee  SAYE  option  schemes  are  regarded as having an interest in such
shares of the company held from time to time by BP QUEST Company Limited,  which
facilitates the operation of such schemes. The individual interests of executive
directors in share-based remuneration are set out on page 87 of this report.

Service Contracts

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

     Mr Ford has resigned from the board of BP p.l.c. with effect from March 31,
2002,  at which time his  secondment  will end.  His  underlying  US  employment
agreement with BP Corporation  North America has a two-month  notice period.  If
his contract is terminated by BP Corporation  North America without cause, it is
required  to pay him $1 million  per annum  (pro rated for part  years) for each
year between the date of severance and January 21, 2004.

Remuneration of Non-Executive Directors

     The  articles  of  association   provide  that  the  remuneration  paid  to
non-executive  directors is to be  determined by the board within the limits set
by the shareholders.  Non-executive directors do not have service contracts with
the Company.  Their fees are fixed and paid in pounds sterling.  For conformity,
these are also reported in US dollars.



                                       91


     During 2001, the  non-executive  chairman received a fee of (pound) 280,000
($403,000)  and  the  non-executive  deputy  chairman  a fee of  (pound)  85,000
($122,000). The non-executive directors received an annual fee of (pound) 45,000
($65,000),  plus an allowance  of (pound)  3,000  ($4,000) for each  occasion on
which a director  travels  across the Atlantic for a board  meeting or committee
meeting.  During 2001,  the board met nine times,  six times in the UK and three
times in the USA. Committee meetings are held in conjunction with board meetings
whenever feasible.  Details of individual fees and allowances are set out in the
table below.



                                                          Year ended              Year ended
Current directors                                  December 31, 2001(a)    December 31, 2000(b)
                                                   -----------------       -----------------
                                                                 (thousands)
                                                    (pound)        $        (pound)        $

                                                                              
J H Bryan..................................              57       82             58       88
E B Davis, Jr..............................              57       82             58       88
Dr D S Julius..............................               4        6             --       --
C F Knight.................................              54       78             55       83
F A Maljers................................              54       78             43       65
Dr W E Massey..............................              65       94             55       83
H M P Miles (c)............................              54       78             46       69
Sir Robin Nicholson (d)....................              57       83             46       69
Sir Ian Prosser............................              85      122             80      121
PD Sutherland..............................             280      403            160      242(e)
M H Wilson.................................              60       86             58       88
Sir Robert Wilson..........................              51       73             46       69
                                                     ------   ------         ------   ------
                                                        878    1,265            705    1,065
                                                     ======   ======         ======   ======
Directors leaving the board in 2001 (f)
R S Block..................................              17       24             49       74
R J Ferris.................................              32       45             52       79
The Lord Wright of Richmond (g)............              20       28             46       69


----------

(a)  Sterling payments  converted at the average 2001 exchange rate of(pound)1 =
     $1.44.

(b)  Sterling payments  converted at the average 2000 exchange rate of(pound)1 =
     $1.51.

(c)  Also  received  (pound)  300 ($432) for serving as a director of BP Pension
     Trustees Limited in 2001.

(d)  Also received  (pound)  20,000 per year  ($30,200 at 2000 rate;  $28,800 at
     2001 rate) for serving on the Technology Advisory Council.

(e)  Also received other benefits of (pound) 1,518 ($2,292 at 2000 rate).

(f)  In addition to their remuneration, certain payments in lieu of pension were
     made or released to non-executive  directors leaving the board during 2001,
     totalling (pound) 487,853  ($702,508).  These included meeting  obligations
     entered   into  by  Amoco   Corporation   with   respect  to  former  Amoco
     non-executive directors. Details of these are given in Item 18 -- Financial
     Statements -- Note 35.

(g)  Also  received  (pound)  1,200  ($1,812)  for  serving as a director  of BP
     Pension Trustees Limited in 2000 and (pound) 300 ($432) in 2001.




                                       92


                                 BOARD PRACTICES



Directors' Terms of Office                                              Period during which the
                                                                         director has served in
                                            Date of expiration of             this office (from
                                           current term of office     appointment to April 2002)
                                           ----------------------     -------------------------
                                                                          
The Lord Browne of Madingley..............             April 2004             10 years 7 months
J H Bryan (a)..............................            April 2002              3 years 4 months
Dr J G S Buchanan..........................            April 2003              5 years 7 months
Mr R F Chase...............................            April 2003              10 years 1 month
E B Davis, Jr (a)..........................            April 2002              3 years 4 months
W D Ford...................................    Retires March 2002              2 years 4 months
Dr B E Grote...............................            April 2004               1 year 9 months
Dr D S Julius..............................            April 2002                      5 months
C F Knight.................................            April 2003             14 years 7 months
F A Maljers (a)............................            April 2002              3 years 4 months
Dr W E Massey (a)..........................            April 2002              3 years 4 months
H M P Miles................................            April 2004             7 years 11 months
Sir Robin Nicholson.......................             April 2004             14 years 7 months
R L Olver..................................            April 2004              4 years 4 months
Sir Ian Prosser...........................             April 2004                       5 years
P D Sutherland.............................            April 2002              6 years 8 months
M H Wilson (a).............................            April 2002              3 years 4 months
Sir Robert Wilson.........................     Retires April 2002              3 years 9 months


----------

(a)  Does not include service on the board of Amoco Corporation.

     Directors'  Service  Contracts  Providing for Benefits upon  Termination of
Employment

     Non-executive  directors  do not have service  contracts  with the Company;
they are not employees of the Company.  Non-executive directors are not entitled
to any benefits on termination of office.  Executive  directors are employees of
the Company or one of its subsidiaries  under a variety of contracts of service.
The standard contract of service for executive directors provides for one year's
notice to be given of  termination  of the  contract  or  payment  of one year's
salary in lieu of notice.  There are three exceptions to this standard contract:
The Lord  Browne of  Madingley,  Mr Chase and Mr Ford.  Lord Browne and Mr Chase
have  contracts that provide for two year's notice of  termination.  Mr Ford has
resigned  from the board of BP p.l.c.  with effect from March 31, 2002, at which
time his  secondment  will end. His  underlying US employment  agreement with BP
Corporation  North  America has a two-month  notice  period.  If his contract is
terminated by BP Corporation  North America without cause, it is required to pay
him $1 million  per annum (pro rated for part  years) for each year  between the
date of severance and January 21, 2004.

Corporate Governance Statement

General

     The board's governance policies (adopted in 1997) regulate its relationship
with  shareholders,  the conduct of board affairs and its relationship  with the
group chief executive.  The policies recognize that the board has a separate and
unique role as the link in the chain of authority  between the  shareholders and
the group chief executive. In addition, they acknowledge the dual role played by
the group chief  executive and executive  directors as both members of the board
and  leaders of the  executive  management.  The  policies  therefore  require a
majority of the board to be composed of non-executive  directors and to delegate
all aspects of the relationship  between the board and the group chief executive
to the  non-executive  directors.  The  policies  also  require the chairman and
deputy chairman to be  non-executive  directors;  throughout 2001 the posts were
held by Mr Sutherland and Sir Ian Prosser respectively.  Sir Ian Prosser acts as
the senior  independent  non-executive  director  as required by the UK Combined
Code on Corporate  Governance.  Finally,  the company  secretary  reports to the
non-executive chairman and is not part of the executive management.




                                       93


Relationship with Shareholders

     The policies emphasize the importance of the relationship between the board
and the  shareholders.  In  them,  the  board  acknowledges  that its role is to
represent and promote the interests of  shareholders  and that it is accountable
to shareholders for the performance and activities of the Group (including,  for
example,  the system of internal  control and the review of its  effectiveness).
The  board  is  required  to be  proactive  in  obtaining  an  understanding  of
shareholder  preferences and to evaluate  systematically  the economic,  social,
environmental  and ethical matters that may influence or affect the interests of
its  shareholders.  These  interests are  represented  and promoted by the board
through  exercising its  policy-making  and monitoring  functions.  As a result,
shareholder interests lie at the heart of the goals established by the board for
the Company.

     The board is accountable to  shareholders  in a variety of ways.  Directors
are  required  to  stand  for  re-election  every  three  years to  ensure  that
shareholders  have a regular  opportunity  to reassess  the  composition  of the
board. New directors are subject to election at the first opportunity  following
their  appointment.  Names submitted to  shareholders  for election in 2001 were
accompanied by biographical details.

     The board  makes use of a number of formal  channels  of  communication  to
account to shareholders  for the  performance of the Company.  These include the
Annual Report and Accounts,  the Form 20-F filed annually with the US Securities
and Exchange Commission, quarterly announcements made through stock exchanges on
which the shares are listed  and the  annual  general  meeting of  shareholders.
Given  the  size  and  geographical  diversity  of BP's  shareholder  base,  the
opportunities  for  shareholder  interaction at the annual  general  meeting are
limited.  However, the chairmen of the Audit Committee,  Remuneration  Committee
and all other committee chairmen were present at the 2001 annual general meeting
to  answer   questions   along  with  the  chairman.   Shareholder-requisitioned
resolutions  have been moved before the last two annual  general  meetings.  All
proxy  votes at  shareholder  meetings  are  counted  since votes on all matters
except  procedural  issues are taken by way of a poll. BP has also pioneered the
use of  electronic  communications  to  facilitate  the exercise of  shareholder
voting rights.  In addition to the e-voting  facility  available to shareholders
for the first time in 2001,  presentations  given at  appropriate  intervals  to
representatives  of the  investment  community  in  both  the UK and the USA are
available  simultaneously to all shareholders by live internet broadcast or open
conference call.

Board Process

     The board has laid down  rules for its own  activities  in a board  process
policy  that  covers the  conduct of  members  at  meetings;  the cycle of board
activities  and the setting of agendas;  the  provision  of  information  to the
board;  board  officers  and their  roles;  board  committees,  their  tasks and
composition;  qualifications  for  board  membership  and  the  process  of  the
Nomination  Committee;   the  remuneration  of  non-executive   directors;   the
appointment  and role of the company  secretary;  the process for  directors  to
obtain  independent  advice and the assessment of the board's  performance.  The
board process policy places  responsibility  for  implementation of this policy,
including training of directors, on the chairman.

     The policy  recognizes that the board's  capacity,  as a group, is limited.
The board  therefore  reserves to itself the making of broad  policy  decisions,
delegating  more  detailed   considerations   involved  in  meeting  its  stated
requirements  either to board  committees  and  officers (in the case of its own
processes) or to the group chief executive (in the case of the management of the
company's  business  activity).  The policy  allocates  the tasks of  monitoring
executive actions and assessing reward to the following committees:

--   Chairman's  Committee  (all  non-executive  directors) -- organization  and
     succession planning and overall performance assessment.

--   Audit  Committee  (four to six  non-executive  directors) -- monitoring all
     reporting,  accounting,  control and the financial aspects of the executive
     management's activities. Further details are given below.

--   Ethics  and  Environment  Assurance  Committee  (four to six  non-executive
     directors)  --  monitoring  the  non-financial  aspects  of  the  executive
     management's activities.

--   Remuneration Committee (four to six non-executive directors) -- determining
     performance  contracts and targets and the structure of the rewards for the
     group chief executive and the executive directors.  Further details are set
     forth below.

     In  addition,  there  is  a  Nomination  Committee,   which  comprises  the
non-executive  chairman,  the group  chief  executive  and  three  non-executive
directors selected from time to time as required.

     The  qualification  for membership of the board includes a requirement that
non-executive  directors  be free  from  any  relationship  with  the  executive
management of the company that could  materially  interfere with the exercise of
their independent  judgement.  In the board's view, all non-executive  directors
fulfil this requirement.




                                       94

     In carrying  out its work,  the board has to exercise  judgement  about how
best to further the interests of shareholders.  Given the uncertainties inherent
in the future of business  activity,  the board seeks to maximize  the  expected
value of  shareholders'  interest in the Group, not to eliminate the possibility
of any adverse outcomes for shareholders.

Board/Executive Relationship

     The  board/executive  relationship  policy sets out how the board delegates
authority to the group chief executive and the extent of that authority.  In its
goals policy,  the board states the long-term outcome it expects the group chief
executive to deliver.  The  restrictions  on the manner in which the group chief
executive  may  achieve  the  required  results  are  set  out in the  executive
limitations  policy,  which addresses ethics,  health,  safety, the environment,
financial distress,  internal control, risk preferences,  treatment of employees
and political  considerations.  On all these matters, the board's role is to set
general  policy and to monitor  the  implementation  of that policy by the group
chief executive.

     The group chief  executive  explains how he intends to deliver the required
outcome  in  annual  and  medium-term  plans,  the  former  of which  include  a
comprehensive assessment of the risks to delivery. Progress towards the expected
outcome is set out in a monthly report that covers actual results and a forecast
of results for the current year. The board reviews this report at each meeting.

     The  board/executive  relationship policy also sets out how the group chief
executive's  performance will be monitored and recognizes that, in the multitude
of  changing  circumstances,  judgement  is always  involved.  The  group  chief
executive is obliged through dialogue and systematic  review to discuss with the
board all material matters currently or prospectively  affecting the company and
its performance and all strategic  projects or developments.  This  specifically
includes any materially  under-performing  business  activities and actions that
breach the executive limitations policy. It also includes social,  environmental
and   ethical   considerations.   This   dialogue   is  a  key  feature  of  the
board/executive   relationship.   Between   board   meetings  the  chairman  has
responsibility   for   ensuring  the   integrity   and   effectiveness   of  the
board/executive  relationship.  The  systems  set  out  in  the  board/executive
relationship  policy are designed to manage  rather than  eliminate  the risk of
failure to achieve the board goals policy or observe the  executive  limitations
policy.  They provide  reasonable,  not  absolute,  assurance  against  material
misstatement or loss.

Audit Committee

     The committee is comprised of six non-executive  directors: Sir Ian Prosser
(Chairman),  Mr Bryan,  Mr Davis Jr, Mr Miles,  Mr Wilson and Sir Robert Wilson.
The Secretary of the Audit Committee,  Miss Judith Hanratty (Company  Secretary)
is  independent  of the  executive  management of the Company and reports to the
non-executive chairman.

     The tasks given to the Audit  Committee  by the Board  Governance  Policies
are:

     --   To  monitor  systematically  and  obtain  assurance  that the  legally
          required standards of disclosure are being fully and fairly observed.

     --   To review all  prospectuses,  information  and offering  memoranda and
          other   documents   to  be  placed   before   shareholders   and  make
          recommendations to the board about their adoption and publication.

     --   To review all annual,  quarterly and similar  reports to  shareholders
          and  make  recommendations  to the  board  about  their  adoption  and
          publication.

     --   To monitor  systematically  and obtain  assurance  that the  Executive
          Limitations  set out in the  Board  Governance  Policies  relating  to
          financial matters are being observed.

     The Committee met seven times in 2001.




                                       95

Remuneration Committee

     The Remuneration  Committee  decides the  remuneration  policy and sets the
terms of engagement and total rewards of the executive directors.  The committee
agrees each executive  director's  service contract,  salary,  targets and bonus
scheme,  and the grants of options and  performance  units  under the  Executive
Directors' Long Term Incentive Plan.

     Its  members  are all  independent  non-executive  directors.  The  current
membership is Sir Robin Nicholson  (chairman),  Mr Knight,  Sir Ian Prosser,  Mr
Davis and Dr Julius. During the year Mrs Block, Mr Ferris and the Lord Wright of
Richmond retired. Like other directors,  each member of the committee is subject
to periodic re-election every three years.

     They have no personal financial  interest,  other than as shareholders,  in
the  committee's  decisions.  They have no  conflicts  of interest  arising from
cross-directorships  with the executive directors nor from being involved in the
day-to-day business of the company.

     The  committee  met five times in the period under  review.  The  committee
consults  the group  chief  executive  on matters  relating  to other  executive
directors  who report to him. He is not present when matters  affecting  his own
remuneration  are  considered.  The chairman of the board also attends  meetings
when appropriate.

     The committee is serviced  independently  of the executive  management  and
actively   seeks  advice  from  external   professional   consultants.   In  its
constitution  and operation it complies with the  'Principles of Good Governance
and  Code of  Best  Practice'  set out by the  Listing  Rules  of the  Financial
Services  Authority  (FSA).  Ernst & Young LLP have  confirmed that the scope of
their report on the  accounts  covers the  disclosures  contained in this report
that are specified for audit by the Listing Rules.

                                    EMPLOYEES


                                                    Rest of             Rest of
                                               UK    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                                     
Number of employees at December 31,
2001
Exploration and Production.............     3,700       800     5,500     6,550    16,550
Gas and Power..........................       600       150       600       600     1,950
Refining and Marketing ................    10,500    16,250    26,600    11,250    64,600
Chemicals..............................     3,450     6,250     6,700     5,550    21,950
Other businesses and corporate.........     1,400       550     2,100     1,050     5,100
                                         --------  --------  --------  --------  --------
                                           19,650    24,000    41,500    25,000   110,150
                                         ========  ========  ========  ========  ========
2000
Exploration and Production.............     3,300       700     5,900     6,100    16,000
Gas and Power..........................       500       100       700       300     1,600
Refining and Marketing ................    10,100    16,800    27,000    13,200    67,100
Chemicals..............................     3,700     4,500     7,900     1,500    17,600
Other businesses and corporate.........     1,300       400     2,500       700     4,900
                                         --------  --------  --------  --------  --------
                                           18,900    22,500    44,000    21,800   107,200
                                         ========  ========  ========  ========  ========
1999
Exploration and Production.............     3,700     1,150     2,800     4,850    12,500
Gas and Power..........................       450        50       600       300     1,400
Refining and Marketing ................     9,000    11,150    17,500     7,000    44,650
Chemicals..............................     3,950     4,700     8,100     1,950    18,700
Other businesses and corporate.........     1,150       300     1,150       550     3,150
                                         --------  --------  --------  --------  --------
                                           18,250    17,350    30,150    14,650    80,400
                                         ========  ========  ========  ========  ========


     Following  the merger of BP and Amoco on  December  31,  1998,  some 19,000
employees have left the Group through severance or outsourcing arrangements.  Of
this total approximately  16,000 employees left in 1999. The acquisition of ARCO
and Burmah Castrol during 2000 brought approximately 25,000 additional employees
to  the  Group,   of  which  some  3,000  have  left  through   integration  and
rationalization activities.  Employee numbers increased slightly during 2001, as
increases  primarily  related to the  acquisition  of Bayer's  50%  interest  in
Erdoelchemie, the Solvay transaction and the Burmah Castrol chemicals businesses
previously held for sale, were partly offset by downstream rationalization and a
further decrease in former ARCO employees.

                                       96

                                 SHARE OWNERSHIP

Directors

     As at March 26, 2002 the following directors of BP p.l.c. held interests in
BP ordinary  shares of 25 cents each or their  calculated  equivalent as set out
below:


                        The Lord Browne of Madingley..     1,675,684
                        Dr J G S Buchanan.............       891,391
                        R F Chase.....................       983,949
                        W D Ford......................       503,826
                        Dr B E Grote..................       700,845
                        R L Olver.....................       737,378
                        J H Bryan.....................        98,760
                        E B Davis, Jr.................        62,695
                        Dr D S Julius.................         2,000
                        C F Knight....................        30,247
                        F A Maljers...................        33,492
                        Dr W E Massey.................        47,378
                        H M P Miles...................         9,445
                        Sir Robin Nicholson...........         3,643
                        Sir Ian Prosser...............         2,826
                        P D Sutherland................         7,079
                        M H Wilson....................        43,200
                        Sir Robert Wilson.............         5,478

     As at March 26, 2002,  the  following  directors of BP p.l.c.  held options
under the BP Group share option schemes for ordinary shares or their  calculated
equivalent as set out below:

                        The Lord Browne of Madingley..     3,032,365
                        Dr J G S Buchanan.............       333,086
                        R F Chase.....................       400,774
                        W D Ford......................     4,553,580
                        Dr B E Grote..................       728,154(a)
                        R L Olver.....................       706,645

----------

(a)  In addition to the above, Dr Grote holds 191,600 Stock Appreciation  Rights
     (equivalent to 1,149,600 BP ordinary shares)

      Additional details regarding the options granted, including exercise price
and expiry dates, are found in this item under the heading 'Compensation --
Share Option Element and Other Option Schemes'.

Employee Share Schemes

     BP offers most of its employees the  opportunity  to acquire a shareholding
in the company  through  savings-related  and matching share plan  arrangements.
Such arrangements are now in place in over 60 countries.  BP also uses long-term
performance  plans  (see  Item 18 --  Financial  Statements  -- Note 34) and the
granting of share options as elements of  remuneration  for executive  directors
and senior employees.

     During 2001 share options were granted to the executive directors under the
EDLTIP and to certain  other  categories  of  employees.  For these  options the
option  price was the market  price on the grant date.  The  options  granted to
executive  directors  reflect BP's  performance  in terms of TSR, that is, share
price  increase with all dividends  reinvested,  relative to the FTSE global 100
group of companies  over the three years  preceding  the grant.  The options are
exercisable between the third and the tenth anniversary of the date of grant.

     Share  options  were also granted in 2001 under the BP Share Option Plan to
certain  categories of employees.  Subject to certain vesting  requirements  the
options are exercisable between the third and tenth anniversaries of the date of
grant.  There are no  performance  conditions  attaching to the options  granted
during the year.

     Under  the BP  ShareSave  Plan  (a  savings-related  share  option  scheme)
employees save monthly over a three- or five-year period towards the purchase of
shares at a price fixed when the option is granted.  The option price is usually
set at a 20% discount to the market price at the time of grant.  The option must
be exercised within six months of maturity of the savings contract; otherwise it
lapses. The plan is run in the UK and a small number of other countries.




                                       97


     For the BP ShareMatch  Plan, BP matches  employees'  own  contributions  of
shares,  up to a  predetermined  limit.  The shares are then held in trust for a
defined  minimum  period.  The  plan  is run in the  UK  and in  over  40  other
countries.

     The Company  sponsors a number of savings plans covering most US employees.
Under these plans, employees may contribute up to 18% of their salary subject to
certain regulatory limits.  Typically the employee receives a  dollar-for-dollar
Company  matched  contribution  for the first 7% of eligible pay  contributed to
most of these plans on a before-tax  or after-tax  basis,  or a  combination  of
both. The precise arrangement depends on the individual's  employment  contract.
Company  contributions are initially invested in BP ADS funds, but employees may
transfer those amounts and may invest their own  contributions  in more than 200
investment options. The Company's contributions to savings plans during the year
were $125 million ($101 million).

     An Employee Share  Ownership Plan (ESOP) was established in 1997 to acquire
BP shares to satisfy future  requirements of certain  employee share plans.  The
Company provides funding to the ESOP. The assets and liabilities of the ESOP are
recognized as assets and  liabilities  of the Company  within the accounts.  The
ESOP has waived its rights to dividends.

     During 2001 the ESOP released  11,508,754  shares (2000,  9,412,931 shares)
for the matching  share plans.  The cost of shares  released for these plans has
been charged in these  accounts.  At December 31, 2001 the ESOP held  34,005,910
shares (2000, 45,514,664 shares).

     BP has  established a Qualifying  Employee Share Ownership Trust (QUEST) to
support the UK ShareSave  plans.  During the year,  contributions of $36 million
($76  million)  were made by the  Company  to the  QUEST  which,  together  with
option-holder  contributions,  were  used  by the  QUEST  to  subscribe  for new
ordinary  shares at market price.  The Company has  transferred the cost of this
contribution  directly  to retained  profits and the excess of the  subscription
price over nominal value has increased the share premium account.

     At December 31, 2001, all the 8,148,640 ordinary shares issued to the QUEST
had been  transferred  to employees  exercising  options  under the UK ShareSave
plan.



                                                                           2001      2000
                                                                        -------   -------
                                                                              
Employee share options granted during the year                         (options thousands)
Savings related schemes...........................................        7,901     7,930
BP Share Option Plan..............................................       58,208    50,461
                                                                        -------   -------
                                                                         66,109    58,391
                                                                        =======   =======


     The  exercise  prices for BP options  granted  during the year were (pound)
5.11/$7.36  (7,900,810  options)  for  savings-related  and similar  schemes and
(pound) 5.72/$8.23 (weighted average price) for 58,207,741 options granted under
the BP Share Option Plan.

     Pursuant  to the  various BP Group  share  option  schemes,  the  following
options for BP  ordinary  shares of the Company  were  outstanding  at March 26,
2002:

                                    Expiry          Exercise
                 Options          dates of             price
             outstanding           options         per share
            ------------      ------------      ------------
                (shares)
             454,497,933      2002 to 2012    $3.47 to $9.97

     Further details on share options appear in Item 18 -- Financial  Statements
-- Note 33.



                                       98


ITEM 7 -- MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

     At March 26, 2002,  the Company has been notified that JPMorgan  Chase Bank
(formerly known as Morgan Guaranty Trust  Company),  as the approved  depositary
for BP American  Depositary Shares (ADSs),  holds interests through its nominee,
Guaranty  Nominees  Limited,  in  6,846,608,538  ordinary  shares (30.50% of the
Company's ordinary share capital). Included in this total is part of the holding
of the Kuwait Investment Office (KIO). Either directly or through nominees,  the
KIO holds  interests in  715,040,000  ordinary  shares  (3.19% of the  Company's
ordinary share capital).

Related Party Transactions

     The Group had no material  transactions  with joint ventures and associated
undertakings  during the three  years  ended  December  31,  2001.  Transactions
between the Group and its significant joint ventures and associated undertakings
are summarised in Item 18 -- Financial Statements -- Note 41.

     In the  ordinary  course of its business  the Group has  transactions  with
various  organizations  with which certain of its directors are associated  but,
except as described in this report, no material transactions  responsive to this
item have been  entered into in the period  commencing  January 1, 2001 to March
26, 2002.

ITEM 8 -- FINANCIAL INFORMATION

                  CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Financial Statements

       See Item 18 -- Financial Statements.

Dividends

     Our financial  framework,  after adopting FRS 19, is to maintain a ratio of
net debt to net debt plus  equity,  after  adjusting  equity for the fixed asset
revaluation  adjustment and goodwill consequent upon the ARCO and Burmah Castrol
acquisitions,  of around  25-35% and a dividend  policy  which aims to return to
shareholders  around 60% of our replacement cost profit before exceptional items
and after adjusting for special items and acquisition amortization,  adjusted to
mid-cycle  operating  conditions.  Special items are  non-recurring  charges and
credits that are not classified as exceptional items under UK GAAP.  Acquisition
amortization  refers to  depreciation  relating to the fixed  asset  revaluation
adjustment  and  amortization  of goodwill  consequent  upon the ARCO and Burmah
Castrol   acquisitions.   Mid-cycle   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.  If
circumstances  give us a larger  surplus  of cash than is  required  to fund our
capital  programme and meet  operational  needs,  the surplus may be used to pay
down debt to a level at the lower end of our gearing range and/or be returned to
shareholders.

Legal Proceedings

     Save as disclosed in the following paragraphs,  no member of the Group is a
party to, and no  property  of a member of the Group is subject  to, any pending
legal proceedings which are significant to the Group.

     Approximately 200 lawsuits were filed in State and Federal Courts in Alaska
seeking  compensatory  and punitive  damages arising out of the Exxon Valdez oil
spill in Prince  William  Sound in March  1989.  Most of those suits named Exxon
(now ExxonMobil), Alyeska Pipeline Service Company (Alyeska), which operates the
oil terminal at Valdez,  and the other oil companies which own Alyeska.  Alyeska
initially  responded to the spill until the response was taken over by Exxon. BP
owns a 47% interest  (reduced  during 2001 from 50% by a sale of 3% to Phillips)
in Alyeska through a subsidiary of BP America Inc. and briefly  indirectly owned
a further 20% interest in Alyeska following BP's combination with ARCO.  Alyeska
and its owners have settled all the claims  against  them under these  lawsuits.
Exxon has indicated that it may file a claim for  contribution  against  Alyeska
for a portion of the costs and damages which it has incurred.  If any claims are
asserted by Exxon which affect Alyeska and its owners, BP will defend the claims
vigorously.



                                      99


     Since  1987,  ARCO,  a  current  subsidiary  of BP,  has  been  named  as a
co-defendant in numerous  lawsuits  brought in the United States alleging injury
to persons and  property  caused by lead  pigment in paint.  The majority of the
lawsuits  have been  abandoned or dismissed  as against  ARCO.  ARCO is named in
these  lawsuits as alleged  successor  to  International  Smelting  and Refining
which,  along with a predecessor  company,  manufactured lead pigment during the
period  1920-1946.  Plaintiffs  include  individuals and governmental  entities.
Several of the lawsuits purport to be class actions.  The lawsuits (depending on
plaintiff)  seek  various  remedies  including:  compensation  to  lead-poisoned
children; cost to find and remove lead paint from buildings;  medical monitoring
and  screening  programmes;  public  warning  and  education  of  lead  hazards;
reimbursement  of  government   healthcare  costs  and  special   education  for
lead-poisoned citizens; and punitive damages. No case has been settled or tried.
While the amounts claimed could be substantial and it is not possible to predict
the outcome of these legal actions, ARCO believes that it has valid defences and
it intends to defend such actions vigorously. Consequently, BP believes that the
impact  of these  lawsuits  on the  Group's  results  of  operations,  financial
position or liquidity will not be material.

     The Group is subject to numerous and local environment laws and regulations
concerning  its  products,  operations  and  other  activities.  These  laws and
regulations may require the Group to take future action to remediate the effects
on the  environment  of prior  disposal  or release of  chemicals  or  petroleum
substances  by the  Group or other  parties.  Such  contingencies  may exist for
various  sites  including  refineries,  chemical  plants,  oil  fields,  service
stations,  terminals and waste disposal sites.  In addition,  the Group may have
obligations  relating to prior asset sales of closed  facilities.  The  ultimate
requirement for  remediation and its cost are inherently  difficult to estimate.
However, the estimated cost of known environmental obligations has been provided
in our accounts in accordance with the Group's accounting policies.  See Item 18
-- Financial  Statements  -- Note 27. While the amounts of future costs could be
significant  and could be material to the Group's  results of  operations in the
period in which they are  recognized,  BP does not expect  these costs to have a
material effect on the Group's financial position or liquidity.

     For certain information regarding  environmental  proceedings see Item 4 --
Environmental Protection -- Legislation and Regulation -- United States.

                               SIGNIFICANT CHANGES

       None.

ITEM 9 -- THE OFFER AND LISTING

Markets and Market Prices

     The primary market for BP's ordinary  shares is the London Stock  Exchange.
BP's  ordinary  shares are a constituent  element of the  Financial  Times Stock
Exchange 100 Index.  BP's ordinary  shares are also traded on stock exchanges in
France, Germany, Japan and Switzerland.

     Trading of BP's shares on the LSE is primarily through the use of the Stock
Exchange  Electronic Trading Service (SETS),  introduced in 1997 for the largest
companies in terms of market  capitalization  whose primary  listing is the LSE.
Under SETS,  buy and sell orders at specific  prices may be sent to the exchange
electronically  by any firm which is a member of the LSE,  on behalf of a client
or on behalf of itself  acting as a principal.  The orders are then  anonymously
displayed  in the  order  book.  When  there is a match on a 'buy'  and a 'sell'
order, the trade is executed and  automatically  reported to the LSE. Trading is
continuous  from  8:00  a.m.  to 4:30  p.m.  UK time,  but in the event of a 20%
movement  in the share price  either way the LSE may impose a temporary  halt in
the trading of that  company's  shares in the order book, to allow the market to
re-establish  equilibrium.  Dealings in BP's ordinary shares may also take place
between  an  investor  and  a  market-maker,  via a  member  firm,  outside  the
electronic order book.

     In the United States and Canada the Company's  securities are traded in the
form of American  Depositary  Shares  (ADSs),  for which Morgan  Guaranty  Trust
Company of New York is the depositary (the  Depositary) and transfer agent.  The
Depositary's  address  is 60 Wall  Street,  New York,  NY 10260,  USA.  Each ADS
represents  six BP  ordinary  shares.  ADSs are  listed  on the New  York  Stock
Exchange,  and are  also  traded  on the  Chicago,  Pacific  and  Toronto  Stock
Exchanges.  ADSs are evidenced by American Depositary  Receipts,  or ADRs, which
may be issued in either certificated or book entry form.




                                      100


     The  following  table sets forth for the periods  indicated the highest and
lowest  middle  market  quotations  for the BP  ordinary  shares of The  British
Petroleum  Company p.l.c. for 1997 and 1998, and of BP p.l.c. for 1999, 2000 and
2001. These are derived from the Daily Official List of the LSE, and the highest
and lowest  sales  prices of ADSs as  reported  on the New York  Stock  Exchange
composite  tape.  The  information in this table has been changed to reflect the
subdivision  of BP ordinary  shares on October 4, 1999,  whereby  each  ordinary
share of $0.50 was subdivided into two ordinary shares of $0.25.



                                                                               American
                                                                             Depositary
                                                       Ordinary shares           Shares (a)
                                                       ---------------      -------------
                                                       High        Low      High        Low
                                                       ----        ---      ----        ---
                                                          (Pence)              (Dollars)
                                                                           
Year ended December 31,
1997......................................            478.25    331.75     46.50      32.44
1998......................................            484.25    368.50     48.66      36.50
1999......................................            643.50    411.00     62.63      40.19
2000......................................            671.00    444.50     60.63      43.13
2001......................................            647.00    491.50     55.20      42.20
Year ended December 31,
2000: First quarter.......................            622.50    444.50     60.63      43.13
      Second quarter......................            649.00    506.00     59.31      46.98
      Third quarter.......................            671.00    564.50     58.38      50.50
      Fourth quarter......................            646.50    517.50     57.31      45.13
2001: First quarter.......................            609.00    526.50     53.50      46.12
      Second quarter......................            647.00    562.00     55.20      47.50
      Third quarter.......................            610.50    504.00     53.05      43.01
      Fourth quarter......................            594.50    491.50     51.95      42.20
2002: First quarter (through March 26)....            617.00    589.50     52.90      49.36
Month of
September 2001............................            591.50    504.00     51.41      43.01
October 2001..............................            594.50    528.50     51.95      46.45
November 2001.............................            566.00    491.50     49.65      42.20
December 2001.............................            537.00    504.00     47.07      43.40
January 2002..............................            550.00    511.00     46.80      43.75
February 2002.............................            592.00    538.00     50.51      45.58
March 2002 (through March 26).............            617.00    589.50     52.90      49.36


----------

(a)  An ADS is equivalent to six BP ordinary shares.

     Market  prices  for the BP  ordinary  shares on the LSE and in  after-hours
trading off the LSE, in each case while the New York Stock Exchange is open, and
the  market  prices  for ADSs on the New York  Stock  Exchange  and other  North
American stock exchanges, are closely related due to arbitrage among the various
markets, although differences may exist from time to time due to various factors
including UK stamp duty reserve tax.  Trading in ADSs began on the LSE on August
3, 1987.

     On March 26, 2002,  1,141,101,423  ADSs  (equivalent  to  6,846,608,538  BP
ordinary  shares or some 30.5% of the total) were  outstanding  and were held by
approximately  181,000 ADR  holders.  Of these,  about  179,000  had  registered
addresses in the USA at that date.

     On March 26, 2002 there were approximately  357,000 holders of record of BP
ordinary shares. Of these holders,  around 1,400 had registered addresses in the
United  States  and  held a total  of some  4,354,000  BP  ordinary  shares.  In
addition, certain accounts of record with registered addresses other than in the
United States hold BP ordinary  shares,  in whole or in part,  beneficially  for
United States persons.




                                      101


ITEM 10 -- ADDITIONAL INFORMATION

                     MEMORANDUM AND ARTICLES OF ASSOCIATION

     The following summarizes certain provisions of BP's memorandum and articles
of  association  and  applicable  English law.  This summary is qualified in its
entirety by reference to the UK Companies Act and BP's  memorandum  and articles
of  association.  Information  on  where  investors  can  obtain  copies  of the
memorandum and articles of association is described under the heading 'Documents
on Display' under this Item.

Objects and Purposes

     BP is  incorporated  under the name BP p.l.c.  and is registered in England
and  Wales  with  registered  number  102498.  Clause  4 of BP's  memorandum  of
association  provides  that its objects  include the  acquisition  of  petroleum
bearing  lands;  the  carrying on of  refining  and  dealing  businesses  in the
petroleum,  manufacturing,  metallurgical or chemicals businesses;  the purchase
and  operation of ships and all other  vehicles and other  conveyances;  and the
carrying on of any other  businesses  calculated  to benefit BP. The  memorandum
grants BP a range of corporate capabilities to effect these objects.

Directors

       The business and affairs of BP shall be managed by the directors.

     The  articles  of  association  place a general  prohibition  on a director
voting in  respect of any  contract  or  arrangement  in which he has a material
interest other than by virtue of his interest in shares in the Company. However,
in the absence of some other material  interest not indicated  below, a director
is  entitled  to vote and to be counted in a quorum for the  purpose of any vote
relating to a resolution concerning the following matters:

     --   The giving of security or indemnity  with respect to any money lent or
          obligation  taken by the  director  at the  request  or benefit of the
          Company;

     --   Any proposal in which he is interested  concerning the underwriting of
          Company securities or debentures;

     --   Any proposal  concerning  any other company in which he is interested,
          directly  or  indirectly  (whether  as an  officer or  shareholder  or
          otherwise) provided that he and persons connected with him are not the
          holder or holders of one percent or more of the voting interest in the
          shares of such company;

     --   Proposals  concerning the modification of certain retirement  benefits
          schemes  under  which he may  benefit  and which has been  approved by
          either the UK Board of Inland Revenue or by the shareholders; and

     --   Any proposal  concerning  the purchase or maintenance of any insurance
          policy under which he may benefit.

     The UK  Companies  Act  requires a director  of a company who is in any way
interested  in a contract or proposed  contract  with the company to declare the
nature of his  interest  at a  meeting  of the  directors  of the  company.  The
directors  may  exercise all the powers of the company to borrow  money,  except
that the amount  remaining  undischarged  of all moneys  borrowed by the company
shall not,  without approval of the  shareholders,  exceed the amount paid up on
the share  capital  plus the  aggregate of the amount of the capital and revenue
reserves of the company.  Variation of the borrowing power of the board may only
be effected by amending the articles of association.

     Remuneration  of  non-executive   directors  shall  be  determined  in  the
aggregate by resolution of the shareholders. Remuneration of executive directors
is  determined  by the  Remuneration  Committee.  This  committee  is made up of
non-executive  directors only. Any director attaining the age of 70 shall retire
at the next annual general  meeting.  There is no requirement of share ownership
for a director's qualification.

Dividend Rights; Other Rights to Share in Company Profits; Capital Calls

     If recommended by the directors of BP, BP shareholders  may, by resolution,
declare  dividends  but no such dividend may be declared in excess of the amount
recommended  by the  directors.  The  directors  may also pay interim  dividends
without obtaining  shareholder  approval. No dividend may be paid other than out
of profits  available for  distribution,  as determined under UK GAAP and the UK
Companies Act. Dividends on BP ordinary shares are payable only after payment of
dividends on BP  preference  shares.  Any dividend  unclaimed  after a period of
twelve years from the date of  declaration  of such dividend  shall be forfeited
and reverts to BP.



                                      102


     Apart from  shareholders'  rights to share in BP's  profits by dividend (if
any is declared), the articles of association provide that the directors may set
aside:

     --   a special reserve fund out of the balance of profits each year to make
          up any deficit of cumulative dividend on the BP preference shares; and

     --   a general reserve out of the balance of profits each year, which shall
          be applicable  for any purpose to which the profits of the Company may
          properly be  applied.  This may  include  capitalization  of such sum,
          pursuant to an ordinary shareholders' resolution,  and distribution to
          shareholders  as if it were  distributed  by way of a dividend  on the
          ordinary  shares or in paying up in full unissued  ordinary shares for
          allotment and distribution as bonus shares.

     Any such sums so deposited may be distributed in accordance with the manner
of distribution of dividends as described above.

     Holders  of shares are not  subject  to calls on  capital  by the  Company,
provided  that the amounts  required to be paid on issue have been paid off. All
shares are fully paid.

Voting Rights

     The articles of  association  of BP provide that voting on resolutions at a
shareholders'  meeting  will be decided on a poll  other than  resolutions  of a
procedural  nature,  which may be decided on a show of hands.  If voting is on a
poll,  every  shareholder  who is present in person or by proxy has one vote for
every  ordinary share held and two votes for every (pound)5 in nominal amount of
BP preference shares held. If voting is on a show of hands, each shareholder who
is present at the meeting in person or whose duly appointed  proxy is present in
person will have one vote,  regardless  of the number of shares  held,  unless a
poll is requested. Shareholders do not have cumulative voting rights.

     Holders of record of  ordinary  shares  may  appoint a proxy,  including  a
beneficial owner of those shares,  to attend,  speak and vote on their behalf at
any shareholders' meeting.

     Record  holders of BP ADSs also are  entitled to attend,  speak and vote at
any shareholders'  meeting of BP by the appointment by the approved  depositary,
JP Morgan Chase Bank (formerly known as Morgan Guaranty Trust Company),  of them
as proxies in respect of the ordinary  shares  represented  by their ADSs.  Each
such proxy may also appoint a proxy. Alternatively, holders of ADSs are entitled
to vote by supplying their voting instructions to the depositary,  who will vote
the  ordinary  shares  represented  by  their  ADSs  in  accordance  with  their
instructions.

     Proxies may be delivered electronically.

     Matters are  transacted  at  shareholders'  meetings by the  proposing  and
passing of  resolutions,  of which there are three types:  ordinary,  special or
extraordinary.

     An ordinary  resolution  requires the affirmative vote of a majority of the
votes of those persons  voting at a meeting at which there is a quorum.  Special
and  extraordinary  resolutions  require the  affirmative  vote of not less than
three-fourths of the persons voting at a meeting at which there is a quorum. Any
annual  general  meeting at which it is  proposed  to put a special or  ordinary
resolution  requires 21 days' notice.  An  extraordinary  resolution  put to the
annual general  meeting  requires no notice period.  Any  extraordinary  general
meeting at which it is  proposed to put a special  resolution  requires 21 days'
notice;  otherwise, the notice period for an extraordinary general meeting is 14
days.

Liquidation Rights; Redemption Provisions

     In the event of a liquidation of BP, after payment of all  liabilities  and
applicable  deductions  under UK laws and  subject  to the  payment  of  secured
creditors,  the holders of BP preference  shares would be entitled to the sum of
(i) the capital paid up on such shares plus,  (ii) accrued and unpaid  dividends
and (iii) a premium equal to the higher of (a) 10% of the capital paid up on the
BP  preference  shares and (b) the excess of the average  market  price over par
value of such  shares on the  London  Stock  Exchange  during the  previous  six
months.  The  remaining  assets  (if any)  would be  divided  pro rata among the
holders of BP ordinary shares.

     Without prejudice to any special rights previously conferred on the holders
of any class of shares, BP may issue any share with such preferred,  deferred or
other special rights,  or subject to such  restrictions  as the  shareholders by
resolution   determine  (or,  in  the  absence  of  any  such   resolution,   by
determination  of the  directors),  and may issue  shares which are to or may be
redeemed.




                                      103


Variation of Rights

     The rights  attached  to any class of shares may be varied with the consent
in writing of holders of 75% of the shares of that class or upon the adoption of
an extraordinary  resolution  passed at a separate meeting of the holders of the
shares of that class. At every such separate  meeting,  all of the provisions of
the articles of association  relating to proceedings at a general meeting apply,
except that the quorum with respect to meeting to change the rights  attached to
the preference shares is 10% or more of the shares of that class, and the quorum
to change the rights attached to the ordinary shares is one third or more of the
shares of that class.

Shareholders' Meetings and Notices

     Shareholders must provide BP with a postal or electronic  address in the UK
in order to be entitled to receive notice of shareholders'  meetings. In certain
circumstances,  BP may give  notices  to  shareholders  by  advertisement  in UK
newspapers.  Holders of BP ADSs are entitled to receive  notices under the terms
of the  deposit  agreement  relating  to BP ADSs.  The  substance  and timing of
notices is described above under the heading Voting Rights.

     Under  the  articles  of   association,   the  annual  general  meeting  of
shareholders  will be held within 15 months after the preceding  annual  general
meeting and at a time and place  determined by the  directors  within the United
Kingdom. If any shareholders' meeting is adjourned for lack of quorum, notice of
the time and place of the meeting may be given in any lawful  manner,  including
electronically.

Limitations on Voting and Shareholding

     There are no  limitations  imposed by  English  law or BP's  memorandum  or
articles of association on the right of non-residents or foreign persons to hold
or vote the Company's ordinary shares or ADSs, other than limitations that would
generally apply to all of the shareholders.

Disclosure of Interests in Shares

     The UK  Companies  Act  permits a public  company,  on written  notice,  to
require any person  whom the  company  believes to be or, at any time during the
previous three years prior to the issue of the notice,  to have been  interested
in its voting  shares,  to disclose  certain  information  with respect to those
interests.   Failure   to  supply   the   information   required   may  lead  to
disenfranchisement  of the relevant  shares and a prohibition  on their transfer
and receipt of dividends and other payments in respect of those shares.  In this
context the term  `interest'  is widely  defined and will  generally  include an
interest of any kind  whatsoever in voting  shares,  including any interest of a
holder of BP ADSs.

                               MATERIAL CONTRACTS

     The following  contract (not being  contracts  entered into in the ordinary
course  of  business)  has been  entered  into by  members  of the  Group  since
January 1, 1999 that is material:

     A merger  agreement  under Delaware law dated March 31, 1999 and amended as
     of July 12, 1999 and again as of March 27, 2000  pursuant to which  Prairie
     Holdings (a  wholly-owned  subsidiary of BP) was to be merged with and into
     ARCO and ARCO was to  become a  wholly-owned  subsidiary  of BP.  Under the
     terms of the merger,  each ARCO shareholder was entitled to receive 9.84 BP
     ordinary  shares (in the form of BP ADSs) for each ARCO  share.  The merger
     agreement  contained  certain customary  representations  and warranties by
     ARCO and BP with respect to themselves and their  respective  subsidiaries,
     regarding,  among  other  things,  due  organization,   good  standing  and
     qualification,  capital structure,  corporate authority and compliance with
     corporate governance documents,  government filings,  reports and financial
     statements,   litigation  and  liabilities,  absence  of  certain  changes,
     employee benefits,  environmental  matters and tax matters.  The merger was
     declared  effective  on April 18,  2000,  at which  time  3,186,006,476  BP
     ordinary shares were issued as consideration in the merger.

       EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

     There are  currently no UK foreign  exchange  controls or  restrictions  on
remittances  of  dividends  on the BP  ordinary  shares or on the conduct of the
Company's operations.

     There  are no  limitations,  either  under  the laws of the UK or under the
articles of association of BP p.l.c.,  restricting  the right of non-resident or
foreign owners to hold or vote BP ordinary or preference shares in the Company.




                                      104

                                    TAXATION

     The following  summary of the principal UK and certain US tax  consequences
of ownership of ADSs or BP ordinary  shares is based in part on  representations
of  Morgan  Guaranty  Trust  Company  of New  York as  Depositary  for the  ADRs
evidencing  the ADSs and assumes that each  obligation in the deposit  agreement
among the Company,  the Depositary and the holders from time to time of ADRs and
any related agreement will be performed in accordance with its terms.

     Beneficial  owners of ADSs who are  resident  in the USA are treated as the
owners of the  underlying BP ordinary  shares for the purposes of the income tax
convention  between the USA and the UK (the  Convention) and for the purposes of
the US Internal  Revenue Code of 1986, as amended (the Code).  Unless  otherwise
stated,  references to 'shareholders' or 'shareholder'  below are to persons who
are the  beneficial  owners of the underlying BP ordinary  shares.  It should be
noted that a new income tax convention  between the USA and the UK was signed on
July 24, 2001 and is awaiting ratification by both countries.

     For purposes of this  discussion,  a US Holder is a beneficial owner of the
Company's  shares who for the purposes of the Convention is not a US corporation
owning directly or indirectly 10% or more of the Company's voting stock, and who
is a resident of the USA and is not a resident of the UK.

Certain UK and US tax consequences of owning ADSs

     The tax credit for an individual  shareholder resident in the UK is reduced
to 1/9 of the amount of the net dividend  (or 10% of the net  dividend  plus the
tax  credit).  This tax credit  continues  to be  available  to set  against the
individual's tax liability on the dividend,  but is no longer  refundable to the
individual.

     For purposes of this  section,  with  respect to any  dividend  paid by the
Company,  Refund means an amount equal to the tax credit available to individual
shareholders resident in the UK in respect of such dividend,  less a withholding
tax equal to 15%  (limited to the amount of the tax credit) of the  aggregate of
such tax credit and such dividend.

     A US holder,  as defined above, that is eligible for the benefits under the
convention  (an eligible US Holder) is entitled,  in  principle,  to receive the
Refund.  However, no actual refund is available to eligible US Holders under the
convention  since the  amount of  witholding  tax (at 15%)  exceeds  the 10% tax
credit  available  to  individual  shareholders  resident in the UK.  Thus,  for
example,  a dividend  of $8.00, will  result in a net  receipt  after UK tax but
before US tax of $8.00 that is the  withholding tax does not reduce the dividend
below the net dividend of $8.00.

     Dividends  (including  amounts in respect of the tax credit and any amounts
withheld)  must be  included  in gross  income by a  shareholder  subject  to US
taxation and will generally be treated as foreign source 'passive income' or, in
the case of certain US  Holders,  'financial  services  income'  for foreign tax
credit limitations  purposes.  Such dividends will generally not be eligible for
the  dividends  received  deduction  allowed  to US  corporations.  The  IRS has
recently confirmed, that, in the case of Eligible US Holders, subject to certain
limitations,  the UK withholding tax as determined by the Convention (that is an
amount equal to 1/9 of the cash  dividend)  will be treated as a foreign  income
tax that is eligible for credit  against the US Holders'  federal income tax. To
qualify for such credit,  Eligible US Holders must make an election on Form 8833
(a  Treaty-Based  Return  Position  Disclosure,  under Section 6114 or 7701(b)),
which must be filed with their tax return, in addition to any other filings that
may be required.  At the end of the calendar year during which the dividends are
paid,  US Holders  will receive a Form 1099  confirming  the amount of dividends
received.

Share Dividend Choice for BP ADR Holders

     ADR holders electing to receive ADSs instead of a cash dividend (see Item 3
-- Key  Information -- Dividends) will not be entitled to any Refund from the UK
Inland Revenue,  nor will the 15%  withholding  tax apply,  with respect to such
dividends.

     For US tax  purposes  the receipt of  additional  ADSs will be treated as a
dividend  distribution.  An  ADR  holder  who is  subject  to US  taxation  will
generally  be treated as having  received  gross income equal to the fair market
value of the ADSs (or fraction thereof) on the date of the share distribution in
London (with no reduction for the stamp duty reserve tax referred to below). The
US resident  ADR holder will  receive a tax basis in the ADSs equal to such fair
market  value.  Corporations  will  not  be  entitled  to a  dividends  received
deduction on receipt of a share dividend.




                                      105


UK Taxation of Capital Gains

     A US Holder will be liable to UK tax on capital gains  realized on the sale
or other  disposition  of BP  ordinary  shares only if the US Holder is resident
(or, in the case of an individual,  ordinarily  resident) for UK tax purposes in
the UK or if he carries on a trade,  profession  or vocation in the UK through a
permanent establishment and the BP ordinary shares are (i) used for the purposes
of the trade,  profession  or vocation,  or (ii) used,  held or acquired for the
purposes of the permanent establishment.

     The  liability to UK capital  gains tax for a US Holder of ADRs is the same
as that for a US Holder of BP ordinary  shares,  except that a US Holder of ADRs
who is resident but not domiciled in the UK will not be taxed on gains  realized
on the sale or other disposition of ADSs if the proceeds are not remitted to the
UK.

UK Inheritance Tax

     UK capital transfer tax was restructured and renamed  'inheritance  tax' in
1986.  The US-UK double  taxation  convention  relating to estate and gift taxes
(the  Estate  Tax  Convention)  applies  to  inheritance  tax.  ADRs  held by an
individual who is domiciled for the purposes of the Estate Tax Convention in the
USA and is not for the  purposes of the Estate Tax  Convention a national of the
UK will not be subject to  inheritance  tax on death or on  transfer  during the
individual's  lifetime  unless,  among  other  things,  the ADSs are part of the
business property of a permanent  establishment situated in the UK or pertain to
a fixed base situated in the UK used for the performance of independent personal
services. In the exceptional case where ADSs are subject both to inheritance tax
and to US  Federal  gift or estate  tax,  the Estate  Tax  Convention  generally
provides for tax paid in the UK to be credited against tax payable in the USA or
for tax paid in the USA to be  credited  against  tax payable in the UK based on
priority rules set forth in the Estate Tax Convention.

UK Stamp Duty and Stamp Duty Reserve Tax

     The  statements  below  relate  to what  is  understood  to be the  current
practice of the UK Inland Revenue under existing law.

     Provided  that the  instrument  of transfer  is not  executed in the UK and
remains at all times  outside  the UK, and the  transfer  does not relate to any
matter or thing done or to be done in the UK, no UK stamp duty is payable on the
acquisition  or transfer of ADSs.  Neither will an agreement to transfer ADSs in
the form of ADRs give rise to a liability to stamp duty reserve tax.

     Purchases  of BP  ordinary  shares,  as opposed to ADSs,  through the CREST
system of paperless share transfers will be subject to stamp duty reserve tax at
a rate of 0.5%.  The charge will arise as soon as there is an agreement  for the
transfer  of the shares (or, in the case of a  conditional  agreement,  when the
condition is fulfilled).  The stamp duty reserve tax will apply to agreements to
transfer BP ordinary shares even if the agreement is made outside the UK between
two non-residents.  Purchases of BP ordinary shares outside the CREST system are
subject either to stamp duty at a rate of 50 pence per (pound) 100 (or part), or
stamp  duty  reserve  tax at 0.5%.  Stamp duty and stamp  duty  reserve  tax are
generally the liability of the purchaser.  A subsequent  transfer of BP ordinary
shares to the  Depositary's  nominee will give rise to further stamp duty at the
rate of (pound)  1.50 per (pound) 100 (or part) or stamp duty reserve tax at the
rate of 1.5% of the value of the BP ordinary shares at the time of the transfer.

     A transfer  of the  underlying  BP  ordinary  shares to an ADR holder  upon
cancellation of the ADSs without transfer of beneficial ownership will give rise
to UK stamp duty at the rate of (pound) 5 per transfer.

     An ADR holder  electing to receive ADSs instead of a cash  dividend will be
responsible  for the  stamp  duty  reserve  tax due on  issue of  shares  to the
Depositary's  nominee and  calculated  at the rate of 1.5% on the issue price of
the shares.  Current UK Inland Revenue  practice is to calculate the issue price
by reference to the total cash receipt  (i.e.  cash  dividend plus the Refund if
any) to which a US Holder  would have been  entitled had the election to receive
ADSs instead of a cash dividend not been made.  ADR holders  electing to receive
ADSs instead of the cash dividend  authorize the  Depositary to sell  sufficient
shares to cover this liability.

                              DOCUMENTS ON DISPLAY

     It is possible to read and copy documents referred to in this annual report
on Form 20-F that have been  filed  with the SEC at the SEC's  public  reference
room  located at 450 Fifth  Street,  NW,  Washington,  DC 20549 and at the SEC's
other public  reference rooms in New York City and Chicago.  Please call the SEC
at  1-800-SEC-0330  for further  information on the public  reference  rooms and
their copy  charges.  The SEC  filings  are also  available  to the public  from
commercial  document retrieval services and, for most recent BP periodic filings
only, at the Internet world wide web site maintained by the SEC at www.sec.gov.




                                      106

ITEM 11 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     BP is  exposed  to a number of  different  market  risks  arising  from the
Group's normal business activities.  Market risk is the possibility that changes
in currency  exchange  rates,  interest rates or oil and natural gas prices will
adversely  affect the value of the  Group's  financial  assets,  liabilities  or
expected future cash flows.  The Group has developed  policies aimed at managing
the volatility  inherent in certain of these natural  business  exposures and in
accordance with these policies the Group enters into various  transactions using
derivative financial and commodity  instruments  (derivatives).  Derivatives are
contracts  whose  value  is  derived  from  one  or  more  underlying  financial
instruments,  indices or prices which are defined in the contract. We also trade
derivatives in conjunction with these risk management activities.

     In  market  risk  management  and  trading,   conventional  exchange-traded
derivative  instruments  such  as  futures  and  options  are  used,  as well as
non-exchange-traded  instruments such as swaps,  'over-the-counter'  options and
forward contracts.

     Where  derivatives  constitute a hedge, the Group's exposure to market risk
created by the  derivative is offset by the opposite  exposure  arising from the
asset, liability or transaction being hedged. By contrast, where derivatives are
held for trading purposes,  changes in market risk factors give rise to realized
and unrealized gains and losses, which are recognized in the current period.

     All  financial  instrument  and  derivative  activity,   whether  for  risk
management  or  trading,  is  carried  out by  specialist  teams  which have the
appropriate skills, experience and supervision. These teams are subject to close
financial and management  control,  meeting generally accepted industry practice
and reflecting the  principles of the Group of Thirty Global  Derivatives  Study
recommendations.  A Trading  Risk  Management  Committee  has  oversight  of the
quality of internal  control in the Group's trading units.  Independent  control
functions monitor compliance with BP's policies.  The control framework includes
prescribed  trading  limits that are reviewed  regularly  by senior  management,
daily  monitoring  of risk  exposure  using  value-at-risk  principles,  marking
trading  exposures  to market and  stress  testing  to assess  the  exposure  to
potentially extreme market situations.  As part of its approach to ensuring that
control  over  trading is  maintained  to a high and  consistent  standard,  the
Group's  business  units dealing in the oil,  natural gas and financial  markets
were brought together within a single integrated supply and trading organization
during 2001.

     Further information about BP's use of derivatives,  their  characteristics,
and the accounting treatment thereof is given in Item 18 -- Note 1 and Note 28.

     The Group's  accounting  policies under UK GAAP do not satisfy the criteria
for hedge accounting under Statement of Financial  Accounting  Standards No. 133
'Accounting for Derivative  Instruments and Hedging Activities'.  The Group does
not  intend to  modify  its  practice  under UK GAAP.  See Item 18 --  Financial
Statements -- Note 43 for further information.

Risk Management

Foreign Currency Exchange Rate Risk

     Fluctuations in exchange rates can have significant  effects on the Group's
reported results. The effects of most exchange rate fluctuations are absorbed in
business operating results through changing cost competitiveness, lags in market
adjustment to movements in rates,  and conversion  differences  accounted for on
specific  transactions.  For this  reason,  the total  effect of  exchange  rate
fluctuations is not identifiable separately in the Group's reported results.

     The main underlying  economic  currency of the Group's cash flows is the US
dollar. This is because BP's major product, oil, is priced internationally in US
dollars.  BP's foreign exchange  management  policy is to minimize  economic and
material transactional  exposures arising from currency movements against the US
dollar. The Group co-ordinates the handling of foreign exchange risks centrally,
by netting off naturally  occurring opposite  exposures  wherever  possible,  to
reduce the risks,  and then dealing with any material  residual foreign exchange
risks. Significant residual non-US dollar exposures are managed using a range of
derivatives.  The most  significant  of such  exposures  are the  sterling-based
capital leases,  that part of the quarterly  dividend which is paid in sterling,
the sterling  cash flow  requirements  for UK  Corporation  Tax, and the capital
expenditure and operational  requirements of Exploration and Production,  mainly
in the UK. In addition,  most of the Group's  borrowings are in US dollars,  are
hedged  with  respect to the US  dollar,  or are  swapped  into US  dollars.  At
December 31, 2001, the total of foreign currency  borrowings not swapped into US
dollars  amounted  to $449  million.  The  principal  elements  of this are $133
million of borrowings in sterling, $85 million in Malaysian ringgit, $77 million
in Trinidad and Tobago dollars and $70 million in South African rand.




                                      107


     The following table provides information about the Group's foreign currency
derivative  financial  instruments.   These  include  foreign  currency  forward
exchange agreements  (forwards) that are sensitive to changes in the sterling/US
dollar,  euro/US dollar and Norwegian  krone/US  dollar  exchange  rates.  Where
foreign  currency  denominated  borrowings  are  swapped  into US dollars  using
forwards or currency  interest  rate swaps such that currency risk is completely
eliminated, neither the borrowing nor the derivative are included in the table.

     The table presents the notional  amounts and weighted  average  contractual
exchange  rates by  contractual  maturity  dates and exclude  forwards that have
offsetting  positions.  Only significant  forward  positions are included in the
tables.  The notional  amounts of forwards are translated into US dollars at the
exchange  rate  included  in the  contract  at  inception.  The  majority of the
sterling contracts consist of forwards relating to sterling-based capital leases
which  effectively  convert the lease  obligation from sterling into US dollars.
The remaining contracts relate to sterling  requirements for UK tax payments and
UK  dividend  payments  and  net  operational  expenditures.  The  euro  forward
contracts relate mainly to payments for capital expenditure. The Norwegian krone
forward  contracts  relate to the Group's  Norwegian  tax payments over the next
year.  The fair value  represents an estimate of the gain or loss which would be
realized if the contracts were settled at the balance sheet date.

     The fair values for the foreign  exchange  contracts in the table below are
based on market prices of comparable  instruments  (forwards).  These derivative
contracts  constitute  a hedge;  any change in the fair value or  expected  cash
flows is offset by an opposite change in the market value or expected cash flows
of the asset, liability or transaction being hedged.



                                               Notional amount by expected maturity date
                                        ------------------------------------------------
                                                                                           Fair value
                                                                                                asset/
                                         2002    2003    2004     2005    2006    Total    (liability)
                                       ------  ------  ------   ------  ------   ------   ------------
                                                          ($ million)
                                                                           
At December 31, 2001
Forwards
 Receive sterling/pay US dollars
   Contract amount..................... 3,822     (48)     --       --      --    3,774            18
   Weighted average contractual
     exchange rate.....................  1.44
 Receive euro/pay US dollars
   Contract amount..................... 1,055     190      55       13       1    1,314           (20)
   Weighted average contractual
     exchange rate.....................  0.90
 Receive Norwegian krone/pay US dollars
   Contract amount.....................   172       6       2        1      --      181             1
   Weighted average contractual
     exchange rate (a).................  9.49




                                                                                   Fair value
                                                                                        asset/
                                         2001    2002    2003     2004    Total    (liability)
                                       ------  ------  ------   ------  ------    ------------
                                                          ($ million)
                                                                    
At December 31, 2000
Forwards
 Receive sterling/pay US dollars
   Contract amount..................... 3,299      --      --       --    3,299           (30)
   Weighted average contractual
     exchange rate.....................  1.52
 Receive euro/pay US dollars
   Contract amount.....................   663      45      23       13      744           (16)
   Weighted average contractual
     exchange rate.....................  1.01
 Receive Norwegian krone/pay US dollars
   Contract amount.....................   199      --      --       --      199             6
   Weighted average contractual
     exchange rate (a).................  9.19


---------------
(a)  Weighted average contractual exchange rates are expressed as US dollars per
     non-US dollar  currency unit except  Norwegian krone which are expressed as
     krone per US dollar.



                                      108


Interest Rate Risk

     BP is exposed to interest rate risk on short- and  long-term  floating rate
instruments  and as a result of the  refinancing  of fixed  rate  finance  debt.
Consequently,  as well as managing the  currency  and the maturity of debt,  the
Group manages interest expense through the balance between generally  lower-cost
floating  rate debt,  which has  inherently  higher  risk,  and  generally  more
expensive but lower-risk, fixed rate debt. The Group is exposed predominantly to
US dollar LIBOR  interest  rates as  borrowings  are mainly  denominated  in, or
swapped into, US dollars. The Group uses derivatives to achieve the required mix
between fixed and floating rate debt.  During 2001,  the  proportion of floating
rate debt was in the range of 32-43% of total net debt outstanding.

     The following  table shows, by major  currency,  the Group's  borrowings at
December 31, 2001 and 2000 and the weighted  average  interest rates achieved at
those  dates  through  a  combination  of  borrowings  and other  interest  rate
sensitive instruments entered into to manage interest rate exposure.



                                             Fixed rate debt                Floating rate debt
                                ----------------------------------------   --------------------

                                 Weighted          Weighted                Weighted
                                  average      average time                 average
                                 interest         for which                interest
                                     rate     rate is fixed       Amount       rate      Amount      Total
                                 --------     -------------     --------   --------    --------    --------
                                    (%)              (Years) ($ million)      (%)    ($ million) ($ million)
                                                                                  
At December 31, 2001
US dollar.....................          7                 8       11,485          2       7,842      19,327
Sterling......................         --                --           --          4         133         133
Other currencies..............         10                29          122          6         194         316
                                                                --------               --------    --------
                                                                  11,607                  8,169      19,776
                                                                ========               ========    ========

At December 31, 2000
US dollar.....................          7                 9       10,199          6       8,326      18,525
Sterling......................         --                --           --          6         449         449
Other currencies..............          8                30           45         10         247         292
                                                                --------               --------    --------
                                                                  10,244                  9,022      19,266
                                                                ========               ========    ========


     The Group's  earnings are  sensitive to changes in interest  rates over the
forthcoming  year as a result of the floating rate  instruments  included in the
Group's finance debt at December 31, 2001.  These include the effect of interest
rate and currency swaps and forwards  utilized to manage  interest rate risk. If
the  interest  rates  applicable  to  floating  rate  instruments  were  to have
increased by 1% on January 1, 2002, the Group's 2002 earnings before taxes would
decrease by approximately $100 million.  This assumes that the amount and mix of
fixed and floating rate debt,  including capital leases,  remains unchanged from
that in place at  December  31,  2001 and that the change in  interest  rates is
effective from the beginning of the year.  Where the interest rate applicable to
an  instrument  is reset  during a quarter it is assumed that this occurs at the
beginning  of the  quarter and remains  unchanged  for the rest of the year.  In
reality,  the fixed/floating  rate mix will fluctuate over the year and interest
rates will change continually.  Furthermore the effect on earnings shown by this
analysis  does not  consider  the effect of an  overall  reduction  in  economic
activity which could accompany such an increase in interest rates.



                                      109


Oil Price Risk

     The Group's  risk  management  policy with  respect to oil price risk is to
manage only those exposures associated with the immediate  operational programme
for certain of its equity  share of  production  and certain of its refinery and
marketing activities. To this end, BP's supply and trading organization uses the
full range of conventional oil price-related financial and commodity derivatives
available in the oil markets.

     The  derivative  instruments  used for  hedging  purposes do not expose the
Group to market risk  because the change in their  market  value is offset by an
equal and  opposite  change  in the  market  value of the  asset,  liability  or
transaction being hedged.  The values at risk in respect of derivatives held for
oil price risk  management  purposes  are shown in isolation in the table below.
The items being hedged are not included in the values at risk.

     The value at risk model used is that discussed under Trading below,  except
that value at risk in respect  of oil price risk  management  does not take into
account physical crude oil or refined product  positions held by the Group. Thus
the  value  at risk  calculation  for oil  price  exposure  includes  derivative
financial  instruments  such  as  exchange-traded   futures  and  options,  swap
agreements and  over-the-counter  options and derivative  commodity  instruments
(commodity contracts that permit settlement either by delivery of the underlying
commodity or in cash) such as forward  contracts.  The values at risk  represent
the  potential  gain or loss in fair values  over a 24-hour  period with a 99.7%
confidence level.

     The  following  table  shows  values at risk for oil price risk  management
activities.



                                                     High       Low    Average    December 31
                                                   ------    ------    -------    ------------
                                                                 ($ million)
                                                                               
2001
Oil price contracts.............................       11         4          7              7
2000
Oil price contracts.............................       18        11         15             11
1999
Oil price contracts.............................        5         3          3              5


Natural Gas Price Risk

     BP's  general  policy  with  respect to natural gas price risk is to manage
only a portion of its exposure to price fluctuations. Natural gas swaps, options
and futures are used to convert  specific  sales and  purchases  contracts  from
fixed prices to market  prices.  Swaps are also used to hedge  exposure to price
differentials between locations. We also use derivatives to fix prices which are
favorable with respect to our forecasts of future prices.

     The table  below  provides  information  about the Group's  material  swaps
contracts that are sensitive to changes in natural gas prices.  Contract  amount
represents  the  notional  amount of the  contract.  Fair  value  represents  an
estimate  of the gain or loss which  would be  realized  if the  contracts  were
settled at the  balance  sheet  date.  Weighted  average  price  represents  the
year-end  forward  price for futures,  the fixed price and the year-end  forward
price related to the settlement month for swaps; and the weighted average strike
price for options.

     At December 31, 2001, in addition to the swaps contracts shown in the table
there were options  contracts with aggregate  notional amounts of $1,090 million
($7  million  at  December  31,  2000) and  terms of up to one year and  futures
contracts with aggregate  gross contract  amounts of $35 million ($96 million at
December 31, 2000).


                                      110



                                                                                                            Weighted
                                                            Gross               Fair value                average price
                                                         Contract        ----------------------        -----------------
                                         Quantity          amount        Asset        Liability        Receive        Pay
                                         --------          ------        -----        ---------        -------       ----
                                      (Btu trillion)(a) ($ million)           ($ million)               ($ per mmBtu)(b)
                                                                                                 
At December 31, 2001
Maturing in 2002
Swaps
  Receive variable/pay fixed.....             447          1,600           17              (419)          2.64        3.58
  Receive fixed/pay variable.....             302          1,002          210               (27)          3.32        2.64
  Receive and pay variable.......           4,232             44          653              (610)          2.68        2.68
Maturing in 2003
Swaps
  Receive variable/pay fixed.....             104            349           37               (47)          3.24        3.36
  Receive fixed/pay variable.....              86            272           25               (32)          3.16        3.21
  Receive and pay variable.......             682              4           52               (55)          2.99        3.00
Maturing in 2004
Swaps
  Receive variable/pay fixed.....              20             63           11                (6)          3.45        3.18
  Receive fixed/pay variable.....               8             20            4               (10)          2.54        3.30
  Receive and pay variable.......             230              7           18               (25)          2.90        2.93
Maturing in 2005
Swaps
  Receive variable/pay fixed.....               3              8            2                (1)          3.43        3.02
  Receive fixed/pay variable.....               4             11            2                (4)          2.89        3.37
  Receive and pay variable.......             165              8           12               (20)          3.02        3.07
Maturing in 2006
Swaps
  Receive variable/pay fixed.....               2              7           --                (1)          3.49        3.94
  Receive fixed/pay variable.....               3             10            2                (2)          3.42        3.45
  Receive and pay variable.......             102              9            5               (14)          3.10        3.19
Maturing beyond 2006
Swaps
  Receive variable/pay fixed.....               3             12           --                (1)          3.59        4.02
  Received fixed/pay variable....              13             43            5               (10)          3.26        3.68
  Receive and pay variable.......             318             25           22               (48)          2.79        2.87

At December 31, 2000
Maturing in 2001
Swaps
  Receive variable/pay fixed.....              30            129           72                (1)          4.30        6.80
  Receive fixed/pay variable.....              12             67            1               (28)          8.18        5.80
  Receive and pay variable.......             265          1,932           46               (72)          7.28        7.18
Maturing in 2002
Swaps
  Receive variable/pay fixed.....              13             54           12                (1)          3.90        4.30
  Receive fixed/pay variable.....               1              2           --                (1)          3.47        3.20
  Receive and pay variable.......              40            198            2               (11)          4.87        4.64
Maturing in 2003
Swaps
  Receive variable/pay fixed.....               2              7           --                --           4.00        3.87
  Receive and pay variable.......              15             56           --                --           3.86        3.87
Maturing in 2004
Swaps
  Receive variable/pay fixed.....               2              7           --                --           3.91        4.01
  Receive and pay variable.......               2              7           --                --           3.84        3.83
Maturing in 2005
Swaps
  Receive variable/pay fixed.....               2              7           --                --           3.91        4.01
  Receive and pay variable.......               2              7           --                --           3.86        3.83
Maturing beyond 2005
Swaps
  Receive variable/pay fixed.....               5             19           --                --           3.99        4.01
  Receive and pay variable.......               5             19           --                --           3.87        3.83


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

(a)  British thermal units (Btu)

(b)  Million British thermal units (mmBtu)



                                      111


Trading

     In conjunction with the risk management activities discussed above, BP also
trades interest rate and foreign currency exchange rate  derivatives.  The Group
controls the scale of the trading  exposures by using a value at risk model with
a maximum value at risk limit authorized by the board.

     In  addition  to the risk  management  activities  related to equity  crude
disposal,  refinery supply and marketing,  BP's supply and trading  organization
undertakes  trading in the full range of conventional  derivative  financial and
commodity  instruments and physical  cargoes  available in the oil markets.  The
Group also uses  financial and commodity  derivatives  to manage  certain of its
exposures to price  fluctuations on natural gas  transactions.  These activities
are monitored and measured  separately from the risk management activity and are
subject to  maximum  value at risk  limits  authorized  by the board.  The Group
increased the volume of its natural gas trading activity in 2001.

     The Group measures its market risk exposure, that is potential gain or loss
in fair values, on its trading activity using  value-at-risk  techniques.  These
techniques are based on a variance/covariance  model or a Monte Carlo simulation
and make a  statistical  assessment  of the market risk  arising  from  possible
future changes in market values over a 24-hour  period.  The  calculation of the
range of  potential  changes in fair value takes into  account a snapshot of the
end-of-day  exposures,  and the  history of  one-day  price  movements  over the
previous twelve months,  together with the correlation of these price movements.
The potential movement in fair values is expressed to three standard  deviations
which is  equivalent  to a 99.7%  confidence  level.  This means that,  in broad
terms,  one would expect to see an increase or a decrease in fair values greater
than the value at risk on only one occasion per year if the portfolio  were left
unchanged.

     The Group  calculates  value at risk on all  instruments  that are held for
trading  purposes  and that  therefore  give an  exposure  to market  risk.  The
value-at-risk  model takes account of derivative  financial  instruments such as
interest  rate  forward  and futures  contracts,  swap  agreements,  options and
swaptions;  foreign exchange forward and futures contracts,  swap agreements and
options;  and oil and natural gas price  futures,  swap  agreements and options.
Financial  assets and  liabilities  and physical crude oil and refined  products
that are treated as trading  positions are also included in these  calculations.
The  value-at-risk  calculation  for oil and  natural  gas price  exposure  also
includes  derivative  commodity  instruments  (commodity  contracts  that permit
settlement  either by delivery of the underlying  commodity or in cash), such as
forward contracts.

     The following table shows values at risk for trading activities.



                                                     High       Low    Average    December 31
                                                   ------    ------    -------    ------------
                                                                   ($ million)
                                                                               
2001
Interest rate trading..........................         1        --         --             --
Foreign exchange trading.......................         3        --          1             --
Oil price trading..............................        29        10         18             17
Natural gas price trading......................        21         4         10              9

2000
Interest rate trading..........................         2        --          1             --
Foreign exchange trading.......................        15        --          1              1
Oil price trading..............................        23         4         13             13
Natural gas price trading......................        16         1          6             13

1999
Interest rate trading..........................         1        --          1             --
Foreign exchange trading.......................        13        --          3              1
Oil price trading..............................        15         5          9             10



                                      112


     The following table shows the changes during the year in the net fair value
of non-exchange-traded instruments held for trading purposes.



                                                  Fair value     Fair value      Fair value      Fair value
                                                    interest       exchange             oil     natural gas
                                                        rate           rate           price           price
                                                   contracts      contracts       contracts       contracts
                                                   ---------      ---------       ---------      ----------
                                                                         ($ million)
                                                                                            
Fair value of contracts at January 1, 2001......          --             --              36              24
Contracts realized or settled in the year.......          --             --             (37)            (36)
Fair value of new contracts when entered into
  during the year...............................          --             --              --              --
Changes in fair values attributable to changes
  in valuation techniques and assumptions.......          --             --              --              --
Other changes in fair values....................          --             (3)             27              24
                                                   ---------      ---------       ---------      ----------
Fair value of contracts at December 31, 2001              --             (3)             26              12
                                                   =========      =========       =========      ==========


     The  following  table  shows  the net  fair  value  of  non-exchange-traded
contracts  held for trading  purposes at December 31, 2001  analyzed by maturity
period and by methodology of fair value estimation.



                                                            Fair value of contracts at December 31, 2001
                                                ----------------------------------------------------------------
                                                 Maturity                                    Maturity      Total
                                                less than       Maturity      Maturity           over       fair
                                                   1 year      1-3 years     4-5 years        5 years      value
                                                  -------      ---------     ---------       --------    -------
                                                                            ($ million)
                                                                                             
Prices actively quoted...........................       9              1            --             (2)         8
Prices provided by other external sources........       3              3            --             --          6
Prices based on models and other
  valuation methods..............................      17              4            --             --         21
                                                   ------         ------        ------         ------     ------
                                                       29              8            --             (2)        35
                                                   ======         ======        ======         ======     ======



ITEM 12 -- DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

       Not applicable


                                      113


                                     PART II

ITEM 13 -- DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

       None.

ITEM 14 -- MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS

       None.




                                      114


                                    PART III

ITEM 17 -- FINANCIAL STATEMENTS

       Not applicable.

ITEM 18 -- FINANCIAL STATEMENTS

(a)  Financial Statements

     The  following  financial  statements,  together  with the  reports  of the
Independent Auditors thereon, are filed as part of this annual report:



                                                                                                             Page

                                                                                                          
Report of Independent Auditors and Consent of Independent Auditors............                               F-1
Consolidated Statement of Income for the Years Ended December 31, 2001, 2000, and 1999                       F-2
Consolidated Balance Sheet at December 31, 2001 and 2000......................                               F-3
Consolidated Statement of Cash Flows for the Years
  Ended December 31, 2001, 2000 and 1999......................................                               F-4
Statement of Total Recognized Gains and Losses for the Years
  Ended December 31, 2001, 2000 and 1999......................................                               F-4
Statement of Changes in BP Shareholders' Interest for
  the Years Ended December 31, 2001, 2000 and 1999............................                               F-5
Notes to Financial Statements.................................................                               F-7
Supplementary Oil and Gas Information (Unaudited).............................                               F-109
Schedule for the Years Ended December 31, 2001, 2000 and 1999
  Schedule II Valuation and Qualifying Accounts...............................                               S-1


ITEM 19 -- EXHIBITS

       The following documents are filed as part of this annual report:

Exhibit 1    Memorandum and Articles of Association of BP p.l.c.
Exhibit 4.1  The BP Executive Directors' Long Term Incentive Plan*
Exhibit 4.2  Directors' Service Contracts*
Exhibit 7    Computation of Ratio of Earnings to Fixed Charges (Unaudited)
Exhibit 8    Subsidiaries

*    Incorporated  by reference to the Company's  annual report on Form 20-F for
     the year ended December 31, 2000.

     The total amount of long-term  debt  securities of the  Registrant  and its
subsidiaries  authorized  under any one  instrument  does not  exceed 10% of the
total assets of BP p.l.c.  and its  subsidiaries  on a consolidated  basis.  The
Company  agrees  to  furnish  copies  of  any  or all  such  instruments  to the
Securities and Exchange Commission upon request.




                                      115


                                   SIGNATURES

     The registrant  hereby  certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized  the  undersigned
to sign this annual report on its behalf.


                                                  BP p.l.c.
                                                (Registrant)





Dated: March 28, 2002                             /S/ D. J. PEARL
                                                  ............................
                                                   D. J. PEARL
                                                   Deputy Company Secretary





                                      116



                         REPORT OF INDEPENDENT AUDITORS

To:   The Board of Directors
      BP p.l.c.

     We have audited the accompanying  consolidated  balance sheets of BP p.l.c.
as of December 31, 2001 and 2000,  and the related  consolidated  statements  of
income, changes in BP shareholders' interest, total recognized gains and losses,
and cash flows for each of the three  years in the  period  ended  December  31,
2001. Our audits also included the financial  statement  schedule  listed in the
Index at Item 18. These financial statements and schedule are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements and schedule based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United Kingdom and United States.  Those standards  require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
BP p.l.c.  at December 31, 2001 and 2000,  and the  consolidated  results of its
operations  and its  consolidated  cash flows for each of the three years in the
period  ended  December 31,  2001,  in  conformity  with  accounting  principles
generally  accepted in the United Kingdom which differ in certain  respects from
those  followed  in the  United  States  (see  Note  43 of  Notes  to  Financial
Statements).  Also, in our opinion,  the related financial  statement  schedule,
when considered in relation to the basic financial  statements taken as a whole,
presents fairly in all material respects the information set forth therein.


                                 /S/ ERNST & YOUNG LLP
                                  --------------------
London, England                    Ernst & Young LLP
February 12, 2002
--------------------------------------------------------------------------------
                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the  incorporation  by reference of our report dated February
12, 2002,  with respect to the  consolidated  financial  statements of BP p.l.c.
included in this Annual Report (Form 20-F) for the year ended  December 31, 2001
in the following Registration Statements:

     Registration  Statements on Form F-3 (File Nos.  333-9790 and 333-65996) of
BP p.l.c.;

     Registration Statements on Form F-3 (File Nos. 33-39075 and 33-20338) of BP
America Inc. and BP p.l.c.;

     Registration  Statement on Form F-3 (File No. 33-29102) of The Standard Oil
Company and BP p.l.c.;

     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.; and

     Registration  Statements  on  Form  S-8  (File  Nos.  33-21868,   333-9020,
333-9798, 333-79399, 333-34968, 333-67206 and 333-74414) of BP p.l.c.


                                 /S/ ERNST & YOUNG LLP
                                  --------------------
London, England                    Ernst & Young LLP
March 28, 2002
                                      F - 1

                        CONSOLIDATED STATEMENT OF INCOME




                                                                         Years ended December 31,
                                                                        --------------------------
                                                     Note               2001       2000       1999
                                                     ----              -----      -----      -----
                                                                  ($ million, except per share amounts)

                                                                          

Turnover............................................                 175,389     161,826   101,180
Less: Joint ventures................................                   1,171      13,764    17,614
                                                                      ------      ------    ------
Group turnover......................................    2            174,218     148,062    83,566
Replacement cost of sales...........................                 146,893     120,720    68,615
Production taxes....................................    3              1,689       2,061     1,017
                                                                      ------      ------    ------
Gross profit........................................                  25,636      25,281    13,934
Distribution and administration expenses............    4             10,918       9,331     6,064
Exploration expense.................................                     480         599       548
                                                                      ------      ------    ------
                                                                      14,238      15,351     7,322
Other income........................................    5                694         805       414
                                                                      ------      ------    ------
Group replacement cost operating profit.............                  14,932      16,156     7,736
Share of profits of joint ventures..................                     443         808       555
Share of profits of associated undertakings.........                     760         792       603
                                                                      ------      ------    ------
Total replacement cost operating profit.............                  16,135      17,756     8,894
Profit (loss) on sale of businesses
  or termination of operations......................    6                (68)        132       363
Profit (loss) on sale of fixed assets...............    6                603          88      (700)
Restructuring costs.................................    6                 --          --    (1,943)
                                                                      ------      ------    ------
Replacement cost profit before interest and tax.....                  16,670      17,976     6,614
Inventory holding gains (losses)....................                  (1,900)        728     1,728
                                                                      ------      ------    ------
Historical cost profit before interest and tax                        14,770      18,704     8,342
Interest expense....................................    7              1,670       1,770     1,316
                                                                      ------      ------    ------
Profit before taxation..............................                  13,100      16,934     7,026
Taxation............................................    9              5,017       4,972     1,880
                                                                      ------      ------    ------
Profit after taxation...............................                   8,083      11,962     5,146
Minority shareholders' interest.....................                      73          92       138
                                                                      ------      ------    ------
Profit for the year*................................                   8,010      11,870     5,008
Dividend requirements on preference shares*.........                       2           2         2
                                                                      ------      ------    ------
Profit for the year applicable
  to ordinary shares*                                                  8,008      11,868     5,006
                                                                      ======      ======    ======
Profit per ordinary share - cents
Basic ..............................................   11              35.70       54.85     25.82
Diluted.............................................   11              35.48       54.48     25.68
                                                                      ======      ======    ======
Dividends per ordinary share - cents................   10               22.0        20.5      20.0
                                                                      ======      ======    ======
Average number outstanding of 25 cents
  ordinary shares (in millions).....................                  22,436      21,638    19,386
                                                                      ======      ======    ======


----------
*  A summary of the adjustments to profit for the year of the Group which would
   be required if generally accepted accounting principles in the United States
   had been applied instead of those generally accepted in the United Kingdom is
   given in Note 43.

     The Notes to Financial Statements are an integral part of this Statement.


                                       F-2

                           CONSOLIDATED BALANCE SHEET



                                                                 December 31,
                                                      ---------------------------------
                                             Note                2001              2000
                                           ------     ---------------  ----------------
                                                                  ($ million)
                                                                     
Fixed assets
  Intangible assets........................    19              15,593            16,893
  Tangible assets..........................    20              77,410            75,173
  Investments
   Joint ventures
     Gross assets..........................           4,661             3,641
     Gross liabilities.....................             800               757
                                                     ------            ------
     Net investment........................    21               3,861             2,884
   Associated undertakings.................    21               5,567             5,455
   Other...................................    21               2,619             3,414
                                                               ------            ------
                                                               12,047            11,753
                                                               ------            ------
Total fixed assets.........................                   105,050           103,819
Current assets
  Business held for resale.................              --               636
  Inventories..............................    22     7,631             9,234
  Trade receivables........................    23    15,436            17,813
  Other receivables falling due
   Within one year.........................    23     6,552             5,995
   After more than one year................    23     4,681             4,610
  Investments..............................    24       450               661
  Cash at bank and in hand.................           1,358             1,170
                                                     ------            ------
                                                     36,108            40,119
                                                     ------            ------
Current liabilities --
  falling due within one year
  Finance debt.............................    25     9,090             6,418
  Trade payables...........................    26    13,129            14,363
  Other accounts payable and
    accrued liabilities....................    26    15,395            17,747
                                                     ------            ------
                                                     37,614            38,528
                                                     ------            ------
Net current assets ........................                    (1,506)            1,591
                                                               ------            ------
Total assets less current liabilities                         103,544           105,410
Noncurrent liabilities
  Finance debt.............................    25    12,327            14,772
  Accounts payable and accrued liabilities.           3,086             3,842
Provisions for liabilities and charges
  Deferred taxation........................     9     1,655             1,822
  Other....................................    27    11,482            10,973
                                                     ------            ------
                                                               28,550            31,409
                                                               ------            ------
Net assets.................................                    74,994            74,001
Minority shareholders' interest............                       627               585
                                                               ------            ------
BP shareholders' interest*.................                    74,367            73,416
                                                               ======            ======
Represented by:
Capital shares
  Preference...............................                        21                21
  Ordinary.................................                     5,608             5,632
Paid in surplus............................    29               4,014             3,770
Merger reserve.............................    29              26,983            26,869
Other reserves.............................    29                 223               456
Retained earnings.......................... 29/30              37,518            36,668
                                                               ------            ------
                                                               74,367            73,416
                                                               ======            ======

----------

*    A summary of the  adjustments to BP  shareholders'  interest which would be
     required if generally accepted  accounting  principles in the United States
     had been applied instead of those generally  accepted in the United Kingdom
     is given in Note 43.

 The Notes to Financial Statements are an integral part of this Balance Sheet.



                                     F - 3


                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                         Years ended December 31,
                                                                        --------------------------
                                                            Note        2001       2000       1999
                                                            ----       -----      -----      -----
                                                                               ($ million)

                                                                                  
Net cash inflow from operating activities................     31      22,409     20,416     10,290
                                                                      ------     ------     ------
Dividends from joint ventures............................                104        645        949
                                                                      ------     ------     ------
Dividends from associated undertakings...................                528        394        219
                                                                      ------     ------     ------
Servicing of finance and returns on investments
Interest received........................................                256        444        179
Interest paid............................................             (1,282)    (1,354)    (1,065)
Dividends received.......................................                132         42         34
Dividends paid to minority shareholders..................                (54)       (24)      (151)
                                                                      ------     ------     ------
Net cash outflow from servicing of finance and
  returns on investments.................................               (948)      (892)    (1,003)
                                                                      ------     ------     ------
Taxation
UK corporation tax.......................................             (1,058)      (869)      (559)
Overseas tax.............................................             (3,602)    (5,329)      (701)
                                                                      ------     ------     ------
Tax paid.................................................             (4,660)    (6,198)    (1,260)
                                                                      ------     ------     ------
Capital expenditure and financial investment
Payments for tangible and intangible fixed assets........            (12,142)    (8,837)    (6,371)
Payments for fixed assets -- investments.................                (72)    (1,264)      (163)
Proceeds from the sale of fixed assets...................     18       2,365      3,029      1,149
                                                                      ------     ------     ------
Net cash outflow for capital expenditure
  and financial investment...............................             (9,849)    (7,072)    (5,385)
                                                                      ------     ------     ------
Acquisitions and disposals
Investments in associated undertakings...................               (586)      (985)      (197)
Acquisitions.............................................     17      (1,210)    (6,265)      (102)
Net investment in joint ventures.........................               (497)      (218)      (750)
Proceeds from the sale of businesses.....................     18         538      8,333      1,292
                                                                      ------     ------     ------
Net cash (outflow) inflow for acquisitions
  and disposals..........................................             (1,755)       865        243
                                                                      ------     ------     ------
Equity dividends paid....................................             (4,827)    (4,415)    (4,135)
                                                                      ------     ------     ------
Net cash inflow (outflow)................................              1,002      3,743        (82)
                                                                      ======     ======     ======
Financing................................................     31         972      3,413       (954)
Management of liquid resources...........................     31        (211)       452        (93)
Increase (decrease) in cash..............................     31         241       (122)       965
                                                                      ------     ------     ------
                                                                       1,002      3,743        (82)
                                                                      ======     ======     ======

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

                 STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                           
Profit for the year......................................         8,010   11,870    5,008
Currency translation differences.........................          (908)  (2,508)    (921)
                                                                 ------   ------   ------
Total recognized gains and losses relating to the year...         7,102    9,362    4,087
Prior year adjustment -- change in accounting policy.....            --       --      715
                                                                 ------   ------   ------
Total recognized gains and losses........................         7,102    9,362    4,802
                                                                 ======   ======   ======

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

     For a cash flow statement and a statement of comprehensive  income prepared
on the  basis  of US  GAAP  see  Note  43 -- US  generally  accepted  accounting
principles.

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

The Notes to Financial Statements are an integral part of these Statements.


                                       F-4

                STATEMENT OF CHANGES IN BP SHAREHOLDERS' INTEREST

     The Company's  authorized  ordinary  share capital at December 31, 2001 and
2000 was 36  billion  shares  of 25 cents  each,  amounting  to $9  billion.  At
December 31,1999 the authorized  ordinary share capital was 24 billion shares of
25 cents each,  amounting to $6 billion.  In addition the company has authorized
preference  share capital of 12,750,000  shares of (pound)1 each ($21  million).
Details of movements in share capital are shown in Note 30.

     The allotted, called up and fully paid share capital at December 31, was as
follows:


                                                                  Shares
                                                         ---------------------
                                                          Authorized    Issued     Amount
                                                         ----------- ---------   --------
                                                                               ($ million)
                                                                         
Non-equity-- preference shares
8% cumulative first preference
  shares of(pound)1 each
    at December 31, 2001, 2000 and 1999..........          7,250,000 7,232,838         12
                                                         =========== =========   ========
9% cumulative second preference
  shares of(pound)1 each
    at December 31, 2001, 2000 and 1999..........          5,500,000 5,473,414          9
                                                         =========== =========   ========
Equity -- ordinary shares of 25 cents each
  Authorized
  December 31, 2001..............................     36,000,000,000
                                                      ==============




                                                    Years ended December 31,
                           ----------------------------------------------------------------------------
                                    2001                        2000                     1999
                           ----------------------     ----------------------     ----------------------
  ISSUED                       Shares of                  Shares of                  Shares of
                           25 cents each   Amount     25 cents each   Amount     25 cents each   Amount
                           -------------   ------     -------------   ------     -------------   ------
                            (thousands) ($ million)    (thousands) ($ million)    (thousands) ($ million)

                                                                               
  January 1................  22,528,747     5,632        19,484,024    4,871        19,366,020    4,842
  Employee share schemes (a)     33,461         8            38,112        9            66,162       16
  Share dividend plan (b)..          --        --                --       --            51,842       13
  ARCO (c).................      23,798         7                --       --                --       --
  ARCO acquisition.........          --        --         3,228,274      807                --       --
  Share buyback (d)........    (153,929)      (39)         (221,663)     (55)               --       --
                               --------  --------        ----------  -------        ----------  -------
  December 31..............  22,432,077     5,608        22,528,747    5,632        19,484,024    4,871
                             ==========  ========        ==========  =======        ==========  =======

Paid in surplus
  January 1................                 3,770                      3,684                      3,386
  Premium on shares issued:
    Employee share schemes.                   118                        250                        250
    ARCO...................                    51                         --                         --
    Share dividend plan ...                    --                         --                        (13)
  Share buyback............                    39                         55                         --
  Stamp duty reserve tax...                    --                       (295)                        --
  Qualifying Employee Share
    Ownership Trust (e)....                    36                         76                         61
                                         --------                   --------                   --------
  December 31..............                 4,014                      3,770                      3,684
                                         ========                   ========                   ========




   The Notes to Financial Statements are an integral part of this Statement.



                                       F-5


          STATEMENT OF CHANGES IN BP SHAREHOLDERS' INTEREST (Concluded)



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                           
Merger reserve
  January 1..........................................            26,869      697      697
  ARCO (c)...........................................               114       --       --
  ARCO acquisition...................................                --   26,172       --
                                                                 ------   ------   ------
  December 31........................................            26,983   26,869      697
                                                                 ======   ======   ======
Other reserves
  January 1..........................................               456       --       --
  ARCO(c)............................................              (117)      --       --
  ARCO acquisition...................................                --      456       --
  Redemption of ARCO preference shares (f)...........              (116)      --       --
                                                                 ------   ------   ------
  December 31........................................               223      456       --
                                                                 ======   ======   ======
Retained earnings
  January 1..........................................            36,668   34,008   33,555
  Exchange adjustment................................              (908)  (2,508)    (921)
  Share dividend plan................................                --       --      311
  Share buyback......................................            (1,281)  (2,001)      --
  Qualifying Employee Share Ownership Trust (e)......               (36)     (76)     (61)
  Profit for the year................................             8,010   11,870    5,008
  Dividends (g)
   Preference (non-equity)...........................                (2)      (2)      (2)
   Ordinary (equity).................................            (4,933)  (4,623)  (3,882)
                                                                 ------   ------   ------
  December 31........................................            37,518   36,668   34,008
                                                                 ======   ======   ======


----------

(a)  Employee share schemes.  During the year  33,460,856  ordinary  shares were
     issued under the BP, Amoco and Burmah Castrol employee share schemes.

(b)  During 1999 there were 51,842,146 BP ordinary shares issued under the share
     dividend plan at par value, by capitalization of paid in surplus.

(c)  ARCO.  10,728,978  ordinary  shares  were  issued  in  connection  with the
     conversion  of ARCO  preference  shares and a further  13,069,008  ordinary
     shares were issued in respect of ARCO employee share option schemes.

(d)  Share buyback. The Company purchased for cancellation  153,928,949 ordinary
     shares for a total consideration of $1,281 million.

(e)  See Note 33 -- Employee share schemes.

(f)  Redemption of ARCO preference shares. A cash tender offer was made in March
     2001 for the outstanding ARCO preference shares.

(g)  See Note 10 -- Dividends per ordinary share.

(h)  See Note 30 -- Retained earnings.

(i)  Voting on substantive resolutions tabled at a general meeting is on a poll.
     On a poll,  shareholders  present  in person or by proxy have two votes for
     every (pound)5 in nominal amount of the first and second  preference shares
     held and one vote for every ordinary share held. On a show of hands vote on
     other resolutions  (procedural matters) at a general meeting,  shareholders
     present in person or by proxy have one vote each.

     In the event of the winding up of the Company preference shareholders would
     be entitled to a sum equal to the capital paid up on the preference  shares
     plus an amount in  respect of accrued  and unpaid  dividends  and a premium
     equal to the  higher of (i) 10% of the  capital  paid up on the  preference
     shares and (ii) the excess of the  average  market  price of such shares on
     the London Stock Exchange during the previous six months over par value.

    The Notes to Financial Statements are an integral part of this Statement.



                                       F-6


                          NOTES TO FINANCIAL STATEMENTS

Note 1 -- Accounting policies

Accounting standards

     These  accounts are prepared in  accordance  with  applicable UK accounting
standards.  Two new Financial Reporting Standards:  No.17 'Retirement  Benefits'
(FRS 17) and No.18 'Accounting  Policies' (FRS 18) are effective for the Group's
2001 year end  reporting.  The  accounts  contain the  transitional  disclosures
required by FRS 17. The  adoption of FRS 18 has had no effect on the results for
the year nor required any restatement of prior year comparatives.

Basis of preparation

     The Group's main activities are the exploration and production of crude oil
and  natural  gas;  the  marketing  and  trading of natural  gas and power;  the
refining,  marketing,  supply and transportation of petroleum products;  and the
manufacturing and marketing of petrochemicals.

     The  preparation  of  accounts in  conformity  with UK  generally  accepted
accounting  practice requires  management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
accounts and the reported  amounts of revenues and expenses during the reporting
period. Actual outcomes could differ from these estimates.

Group consolidation

     The Group financial  statements comprise a consolidation of the accounts of
the parent Company and its subsidiary undertakings  (subsidiaries).  The results
of subsidiaries acquired or sold are consolidated for the periods from or to the
date on which control passes.

     An associated undertaking (associate) is an entity in which the Group has a
long-term equity interest and over which it exercises significant influence. The
consolidated  financial statements include the Group proportion of the operating
profit or loss, exceptional items,  inventory holding gains or losses,  interest
expense, taxation and net assets of associates (the equity method).

     A joint  venture is an entity in which the Group has a  long-term  interest
and shares control with one or more  co-venturers.  The  consolidated  financial
statements  include the Group proportion of turnover,  operating profit or loss,
exceptional  items,  inventory  holding  gains  or  losses,   interest  expense,
taxation,  gross assets and gross  liabilities  of the joint  venture (the gross
equity method).

     Certain of the Group's  activities are conducted through joint arrangements
and are included in the consolidated  financial  statements in proportion to the
Group's interest in the income, expenses,  assets and liabilities of these joint
arrangements.

     On the acquisition of a subsidiary, or of an interest in a joint venture or
associate,  fair values  reflecting  conditions at the date of  acquisition  are
attributed to the identifiable net assets acquired. When the cost of acquisition
exceeds the fair values attributable to the Group's share of such net assets the
difference is treated as purchased  goodwill.  This is capitalized and amortized
over its  estimated  useful  economic  life,  limited to a maximum  period of 20
years.

     Where an  interest in a separate  business  of an  acquired  entity is held
temporarily  pending  disposal,  it is  carried  on  the  balance  sheet  at its
estimated net proceeds of sale.


                                       F-7


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1 -- Accounting policies (continued)

Accounting convention

     The accounts are prepared under the historical cost convention.  Historical
cost  accounts  show the  profits  available  to  shareholders  and are the most
appropriate basis for presentation of the Group's balance sheet.  Profit or loss
determined under the historical cost convention includes inventory holding gains
or losses and, as a consequence, does not necessarily reflect underlying trading
results.

Replacement cost

     The results of individual  businesses and geographical  areas are presented
on  a  replacement  cost  basis.  Replacement  cost  operating  results  exclude
inventory  holding  gains or losses and  reflect  the  average  cost of supplies
incurred  during the year,  and thus  provide  insight into  underlying  trading
results.  Inventory holding gains or losses represent the difference between the
replacement  cost of sales and the historical cost of sales calculated using the
first-in, first-out, method.

Inventory valuation

     Inventories are valued at cost to the Group using the first-in,  first-out,
method or at net realizable value,  whichever is the lower. Stores are stated at
or below cost calculated mainly using the average method.

Revenue recognition

     Revenues  associated with the sale of oil,  natural gas liquids,  liquefied
natural gas,  petroleum and chemical products and all other items are recognized
when the title passes to the customer.  Generally,  revenues from the production
of natural gas and oil  properties in which the Group has an interest with other
producers,  are recognized on the basis of the Group's working interest in those
properties (the entitlement method). Differences between the production sold and
the Group's share of production are not significant.

Foreign currencies

     On  consolidation,  assets and liabilities of  subsidiaries  are translated
into US dollars at closing  rates of exchange.  Income and cash flow  statements
are translated at average rates of exchange. Exchange differences resulting from
the  retranslation  of net  investments  in  subsidiaries,  joint  ventures  and
associates at closing rates, together with differences between income statements
translated  at average rates and at closing  rates,  are dealt with in reserves.
Exchange gains and losses arising on long-term foreign currency  borrowings used
to finance  the  Group's  foreign  currency  investments  are also dealt with in
reserves.  All other  exchange  gains or losses on settlement or  translation at
closing rates of exchange of monetary assets and liabilities are included in the
determination of profit for the year.

Derivative financial instruments

     The Group uses derivative  financial  instruments  (derivatives)  to manage
certain  exposures  to  fluctuations  in  foreign  currency  exchange  rates and
interest  rates,  and to manage some of its margin  exposure from changes in oil
and natural gas prices.  Derivatives  are also traded in conjunction  with these
risk management activities.

     The  purpose  for which a  derivative  contract  is used is  identified  at
inception. To qualify as a derivative for risk management,  the contract must be
in accordance with  established  guidelines which ensure that it is effective in
achieving its objective.  All contracts not identified at inception as being for
the purpose of risk management are designated as being held for trading purposes
and accounted for using the fair value method, as are all oil price derivatives.


                                       F-8


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1 -- Accounting policies (continued)

      The Group accounts for derivatives using the following methods:

     Fair value  method:  derivatives  are carried on the balance  sheet at fair
value ('marked to market') with changes in that value  recognized in earnings of
the period.  This method is used for all derivatives  which are held for trading
purposes.  Interest rate contracts traded by the Group include  futures,  swaps,
options and swaptions.  Foreign  exchange  contracts traded include forwards and
options.  Oil and natural gas price contracts traded include swaps,  options and
futures.

     Accrual method: amounts payable or receivable in respect of derivatives are
recognized ratably in earnings over the period of the contracts.  This method is
used for derivatives  held to manage  interest rate risk.  These are principally
swap agreements  used to manage the balance between fixed and floating  interest
rates on long-term  finance debt.  Other  derivatives  held for this purpose may
include  swaptions  and futures  contracts.  Amounts  payable or  receivable  in
respect of these  derivatives are recognized as adjustments to interest  expense
over the period of the contracts. Changes in the derivative's fair value are not
recognized.

     Deferral  method:  gains and  losses  from  derivatives  are  deferred  and
recognized in earnings or as adjustments to carrying  amounts,  as  appropriate,
when the underlying debt matures or the hedged transaction  occurs.  This method
is used  for  derivatives  used to  convert  non-US  dollar  borrowings  into US
dollars,  to hedge  significant  non-US dollar firm  commitments  or anticipated
transactions,  and to manage some of the  Group's  exposure to natural gas price
fluctuations.  Derivatives  used to convert  non-US  dollar  borrowings  into US
dollars include foreign  currency swap agreements and forward  contracts.  Gains
and losses on these  derivatives  are deferred and recognized on maturity of the
underlying  debt,  together  with  the  matching  loss  or  gain  on  the  debt.
Derivatives used to hedge significant non-US dollar transactions include foreign
currency forward  contracts and options and to hedge natural gas price exposures
include  swaps,  futures and options.  Gains and losses on these  contracts  and
option premia paid are also deferred and  recognized in the income  statement or
as adjustments to carrying amounts, as appropriate,  when the hedged transaction
occurs.

     Where  derivatives  used to manage  interest rate risk or to convert non-US
dollar debt or to hedge other  anticipated cash flows are terminated  before the
underlying debt matures or the hedged transaction  occurs, the resulting gain or
loss is recognized on a basis that matches the timing and  accounting  treatment
of the underlying debt or hedged transaction. When an anticipated transaction is
no longer likely to occur or finance debt is  terminated  before  maturity,  any
deferred gain or loss that has arisen on the related derivative is recognized in
the income statement together with any gain or loss on the terminated item.

Depreciation

     Oil and gas production  assets are depreciated  using a  unit-of-production
method based upon  estimated  proved  reserves.  Other  tangible and  intangible
assets are depreciated on the straight line method over their  estimated  useful
lives. The average estimated useful lives of refineries are 20 years,  chemicals
manufacturing  plants 20 years and service stations 15 years.  Other intangibles
are amortized over a maximum period of 20 years.

     The Group  undertakes a review for  impairment of a fixed asset or goodwill
if events or changes in  circumstances  indicate that the carrying amount of the
fixed asset or goodwill may not be recoverable.  To the extent that the carrying
amount  exceeds the  recoverable  amount,  that is, the higher of net realizable
value and value in use,  the fixed  asset or  goodwill  is  written  down to its
recoverable  amount.  The value in use is determined  from estimated  discounted
future net cash flows.


                                       F-9


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1 -- Accounting policies (continued)

Maintenance expenditure

     Expenditure on major maintenance, refits or repairs is capitalized where it
enhances the performance of an asset above its originally  assessed  standard of
performance;  replaces  an  asset  or  part of an  asset  which  was  separately
depreciated and which is then written off; or restores the economic  benefits of
an asset which has been fully depreciated.  All other maintenance expenditure is
charged to income as incurred.

Exploration expenditure

     Exploration  expenditure is accounted for in accordance with the successful
efforts  method.  Exploration  and appraisal  drilling  expenditure is initially
capitalized  as an  intangible  fixed  asset.  When  proved  reserves of oil and
natural  gas  are  determined  and  development  is  sanctioned,   the  relevant
expenditure  is  transferred  to tangible  production  assets.  All  exploration
expenditure  determined as unsuccessful  is charged against income.  Exploration
licence   acquisition   costs  are  amortized  over  the  estimated   period  of
exploration.  Geological and geophysical  exploration  costs are charged against
income as incurred.

Decommissioning

     Provision for  decommissioning is recognized in full at the commencement of
oil and natural gas  production.  The amount  recognized is the present value of
the estimated future expenditure  determined in accordance with local conditions
and requirements.  A corresponding  tangible fixed asset of an amount equivalent
to the provision is also created.  This is  subsequently  depreciated as part of
the capital costs of the production and transportation facilities. Any change in
the present value of the estimated  expenditure is reflected as an adjustment to
the provision and the fixed asset.

Petroleum revenue tax

     The   charge   for   petroleum   revenue   tax  is   calculated   using   a
unit-of-production method.

Changes in unit-of-production factors

     Changes in factors which affect  unit-of-production  calculations are dealt
with prospectively, not by immediate adjustment of prior years' amounts.

Environmental liabilities

     Environmental  expenditures  that relate to current or future  revenues are
expensed or capitalized as appropriate.  Expenditures that relate to an existing
condition  caused by past  operations  and that do not  contribute to current or
future earnings are expensed.

     Liabilities  for  environmental  costs are  recognized  when  environmental
assessments or clean-ups are probable and the associated costs can be reasonably
estimated.  Generally,  the  timing  of  these  provisions  coincides  with  the
commitment  to a formal  plan of action  or, if  earlier,  on  divestment  or on
closure of inactive  sites.  The amount  recognized  is the best estimate of the
expenditure  required.  Where the liability  will not be settled for a number of
years  the  amount  recognized  is the  present  value of the  estimated  future
expenditure.

Leases

     Assets  held  under  leases  which  result  in  Group  companies  receiving
substantially   all  risks  and  rewards  of  ownership   (finance  leases)  are
capitalized  as  tangible  fixed  assets  at  the  estimated  present  value  of
underlying  lease  payments.  The  corresponding  finance  lease  obligation  is
included with  borrowings.  Rentals under  operating  leases are charged against
income as incurred.




                                       F-10


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1 -- Accounting policies (concluded)

Research

     Expenditure on research is written off in the year in which it is incurred.

Interest

     Interest is capitalized  gross during the period of  construction  where it
relates  either  to the  financing  of  major  projects  with  long  periods  of
development or to dedicated  financing of other projects.  All other interest is
charged against income.

Pensions and other postretirement benefits

     The cost of providing pensions and other postretirement benefits is charged
to income on a systematic basis,  with pension surpluses and deficits  amortized
over the average  expected  remaining  service lives of current  employees.  The
difference  between the amounts charged to income and the contributions  made to
pension plans is included within other provisions or debtors as appropriate. The
amounts  accrued  for  other   postretirement   benefits  and  unfunded  pension
liabilities are included within other provisions.

Deferred taxation

     Deferred taxation is calculated,  using the liability method, in respect of
timing differences  arising primarily from the difference between the accounting
and tax treatments of both depreciation and petroleum revenue tax.  Provision is
made or recovery anticipated where timing differences are expected to reverse in
the foreseeable future.

Discounting

     The  unwinding of the discount on provisions  is included  within  interest
expense.  Any  change  in the  amount  recognized  for  environmental  and other
provisions arising through changes in discount rates is included within interest
expense.

Comparative figures

     Information  for 2000 has been  restated  to reflect  the  transfer  of the
natural gas liquids  business from  Refining and Marketing to Gas and Power.  In
addition, certain prior year figures have been restated to conform with the 2001
presentation.

Note 2 -- Turnover


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Sales and operating revenue..........................           208,299  168,709   91,891
Customs duties and sales taxes.......................            34,081   20,647    8,325
                                                                 ------   ------   ------
                                                                174,218  148,062   83,566
                                                                 ======   ======   ======


Note 3 -- Production taxes


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
UK petroleum revenue tax.............................               600      707      237
Overseas production taxes............................             1,089    1,354      780
                                                                 ------   ------   ------
                                                                  1,689    2,061    1,017
                                                                 ======   ======   ======




                                      F-11


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 4 -- Distribution and administration expenses



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Distribution................................................      9,852    7,514    5,031
Administration..............................................      1,066    1,817    1,033
                                                                 ------   ------   ------
                                                                 10,918    9,331    6,064
                                                                 ======   ======   ======



     Distribution  and   administration   expenses  for  2001  include  Atlantic
Richfield Company (ARCO), Burmah Castrol and the European fuels business for the
full year, whereas for 2000 their costs were only included for part of the year,
from April 14, July 7 and August 1, respectively.

Note 5 -- Other income


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Income from other fixed asset investments...................        208      202       66
Other interest and miscellaneous income.....................        486      603      348
                                                                 ------   ------   ------
                                                                    694      805      414
                                                                 ======   ======   ======
Income from investments publicly traded included above......         32        8       14
                                                                 ------   ------   ------


Note 6 -- Exceptional items

     Exceptional  items  comprise  profit  (loss)  on sale of fixed  assets  and
businesses or termination of operations and restructuring costs, as follows:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Profit on sale of businesses or
  termination of operations -- Group........................        182      341      427
                            -- Joint ventures...............         --      --        42
Loss on sale of businesses or
  termination of operations -- Group........................       (250)    (209)    (106)
                                                                 ------   ------   ------
                                                                    (68)     132      363

Profit on sale of fixed assets -- Group.....................        948      535       84
                               -- Joint ventures............         --       24       --
Loss on sale of fixed assets   -- Group.....................       (343)    (471)    (784)
                               -- Associated undertakings...         (2)      --       --
                                                                 ------   ------   ------
                                                                    603       88     (700)
                                                                 ------   ------   ------
                                                                    535      220     (337)

Restructuring costs -- Group................................         --       --   (1,900)
                    -- Joint ventures.......................         --       --      (43)
                                                                 ------   ------   ------
Exceptional items...........................................        535      220   (2,280)
Taxation (charge) credit:
Sale of businesses or termination of operations.............        (50)    (181)     (21)
Sale of fixed assets........................................       (455)    (111)     (29)
Restructuring costs.........................................         --       --      280
                                                                 ------   ------   ------
Exceptional items, net of tax...............................         30      (72)  (2,050)
                                                                 ======   ======   ======


                                       F-12


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 6 -- Exceptional items (concluded)

Sales of businesses or termination of operations

     The profit on the sale of businesses during 2001 relates to the sale of the
group's interest in Vysis. For 2000 the profit is attributable  primarily to the
divestment by the Group of its common  interest in Altura  Energy.  For 1999 the
profit  related  mainly  to the  divestment  by the  Group of its  Canadian  oil
properties  and certain  chemicals  businesses.  These included the Verdugt acid
salts business;  the Plaskon  electronics  materials business located in the USA
and  Singapore;  and the US Fibers  and Yarns  business.  The  profit on sale of
businesses by joint ventures in 1999 was mainly  attributable to the disposal by
the BP/Mobil joint venture of its retail network in Hungary.

     For  2001 the  loss on sale of  businesses  or  termination  of  operations
relates  principally to the sale of the group's  Carbon Fibers  business and the
write-off  of  assets  following  the  closure  or exit from  certain  chemicals
activities.  The loss during 2000 arose from the subvention of bank loans to its
paraxylene  joint  venture in  Singapore.  The loss  during  1999 arose from the
closure of this joint venture.

Sale of fixed assets

     The profit on the sale of fixed assets in 2001 includes the profit from the
divestment of the refineries at Mandan,  North Dakota, and Salt Lake City, Utah;
the group's  interest in the Alliance and certain other pipeline  systems in the
USA; and BP's  interest in the Kashagan  discovery in  Kazakhstan.  For 2000 the
profit on sale of fixed assets  included the disposal of the Alliance  refinery,
located in Belle  Chasse,  Louisiana,  the profit from the  divestment  of a 10%
interest in certain  exploration  and  production  interests in Trinidad and the
profit from the sale of other  exploration and production  interests,  mainly in
the UK and USA.  The  profit on the sale of fixed  assets in 1999  included  the
Federal Trade  Commission-mandated  sale of  distribution  terminals and service
stations in the USA, the  divestment  by the Group of its interest in an olefins
cracker at Wilton in the UK and the sale and leaseback of US railcars.

     The  loss  on  sale  of  fixed  assets  in 2001  arises  from a  number  of
transactions.  For 2000 the loss relates  principally  to the  divestment by the
Group of its interests in the Quiriquire and Guarapiche fields in Venezuela. The
major  element of the loss in 1999 was the disposal by the Group of its interest
in the Pedernales oil field in Venezuela.

     Additional  information on the sale of businesses and fixed assets is given
in Note 18 -- Disposals.

Restructuring costs

     These costs arose from  restructuring  activity  across the Group following
the  merger of BP and Amoco at the end of 1998 and relate  predominantly  to the
Group's US operations.  The major elements of the restructuring charges comprise
employee  severance costs ($1,212 million) and provisions to cover future rental
payments on surplus  leasehold  office  accommodation  and other  property ($297
million). During 1999, some 16,000 employees left the Group through severance or
outsourcing arrangements.  Also included in the restructuring charges are office
closure costs,  contract  termination  payments and asset write-downs.  The cash
outflow for these restructuring  charges during 1999 was $976 million and during
2000 was $446 million.


                                       F-13


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 7 -- Interest expense


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                           
Bank loans and overdrafts............................               119      154      119
Other loans (a)......................................             1,111    1,221      854
Finance leases.......................................                78      107       75
                                                                 ------   ------   ------
                                                                  1,308    1,482    1,048
Capitalized at 5% (2000 7% and 1999 6%)..............                81      119       43
                                                                 ------   ------   ------
Group................................................             1,227    1,363    1,005
Joint ventures.......................................                70       78       70
Associated undertakings..............................               135      140      131
Unwinding of discount on provisions .................               196      189      130
Change in discount rate for provisions ..............                42       --      (20)
                                                                 ------   ------   ------
Total charged against profit.........................             1,670    1,770    1,316
                                                                 ======   ======   ======


----------

(a)  Interest  expense  includes a charge of $62 million  (2000 $111 million and
     1999 $24 million) relating to early redemption of debt.

Note 8 -- Depreciation and amounts provided

     Included in the income statement under the following headings:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
Depreciation and amortization of goodwill and other intangibles
  Replacement cost of sales..........................             7,367    6,403    4,185
  Distribution.......................................             1,221      707      408
  Administration.....................................                94       87      115
  Exceptional items..................................                --       --      258
                                                                 ------   ------   ------
                                                                  8,682    7,197    4,966
                                                                 ======   ======   ======
Depreciation of capitalized leased assets included above             65       79       70
                                                                 ------   ------   ------

Amounts provided against fixed asset investments
  Exceptional items..................................                --       --       84
  Replacement cost of sales..........................                68      252       (1)
                                                                 ------   ------   ------
                                                                     68      252       83
                                                                 ======   ======   ======


     The charge for  depreciation  and amortization of goodwill in 2001 includes
$175 million for the impairment of the Venezuelan Lake Maracaibo operation.

     For 2000 the charge  includes $61 million for the  write-down  of Chemicals
and Exploration and Production  assets.  In addition,  for 2000 $181 million was
provided  against the Group's  chemicals  investment in Indonesia as a result of
the weak business environment in the region.




                                       F-14

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 8 -- Depreciation and amounts provided (concluded)

     The  rationalization  of office and other  facilities in 1999 following the
merger resulted in the write-off of redundant IT and other office  equipment and
furnishings.  This charge of $258 million has been included  within  exceptional
items.  In addition for 1999 the charge for  depreciation  includes $100 million
for the  impairment  of the  Badami  field in Alaska  and $123  million  for the
write-down of various Chemicals and Refining and Marketing assets.

     In assessing the value in use of potentially  impaired  assets,  a discount
rate of 9% has been used.  This is the rate used by the Company  for  investment
appraisal.

Note 9 -- Taxation

Charge for taxation


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                       ($ million)
                                                                         
United Kingdom corporation tax:
  Current at 30.0% (2000 at 30.0% and 1999 at 30.25%)             1,666    1,505      875
  Overseas tax relief................................              (678)    (310)    (363)
                                                                 ------   ------   ------
                                                                    988    1,195      512
  Deferred at 30.0% (2000 at 30.0% and 1999 at 30.0%)               (48)      12       91
                                                                 ------   ------   ------
                                                                    940    1,207      603
                                                                 ------   ------   ------
Overseas:
  Current............................................             3,846    3,704    1,143
  Deferred...........................................               (66)    (124)      30
  Joint ventures.....................................                94       57        5
  Associated undertakings............................               203      128       99
                                                                 ------   ------   ------
                                                                  4,077    3,765    1,277
                                                                 ------   ------   ------
Taxation charge for the year.........................             5,017    4,972    1,880
                                                                 ======   ======   ======


     Included in the charge for the year is a charge of $505 million  (2000 $292
million charge and 1999 $230 million credit) relating to exceptional items.




                                       F-15

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 9 -- Taxation (continued)

Reconciliation of the UK statutory tax rate to the effective tax rate of the
Group on replacement cost profit before exceptional items



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                 (% of profit before tax)
                                                                           
United Kingdom statutory tax rate..............................      30       30       30
Increase (decrease) resulting from:
  Current year timing differences not provided
    (including current year losses unrelieved/prior
     year losses utilized).....................................      (6)      (5)     (10)
  (Relief for inventory holding losses)/tax on
     inventory holding gains..................................       (1)       1        2
  Overseas taxes at higher rates...............................       8        7        5
  Tax credits..................................................      (2)      (4)      --
  Acquisition amortization.....................................       4        3       --
  Other........................................................      (2)      (3)       1
                                                                 ------   ------   ------
  Effective tax rate on replacement cost profit
    before exceptional items...................................      31       29       28
                                                                 ======   ======   ======


     Further  information  presented in compliance with the requirements of FASB
Statement of Financial  Accounting  Standards No. 109 -- 'Accounting  For Income
Taxes' is set out below.

Provisions for deferred taxation



                                                                          Gross potential
                                                          Provisions         liability
                                                        ---------------   ---------------
                                                              Years ended December 31,
                                                        ---------------------------------
                                                          2001     2000     2001     2000
                                                        ------   ------   ------   ------
                                                                     ($ million)
                                                                       
Analysis of movements during the year:
  At January 1........................................   1,822    1,783   10,595    7,953
  Exchange adjustments................................     (56)    (139)    (140)    (287)
  Acquisitions........................................       3      323        3    1,404
  Charge (credit) for the year........................    (114)    (112)   1,244    1,564
  Deletions/transfers.................................      --      (33)      --      (39)
                                                        ------   ------   ------   ------
  At December 31......................................   1,655    1,822   11,702   10,595
                                                        ======   ======   ======   ======
  of which -- United Kingdom..........................   1,055    1,141    2,071    2,181
           -- Overseas................................     600      681    9,631    8,414
                                                        ======   ======   ======   ======
Analysis of provision:
  Depreciation........................................   2,527    2,641   12,672   11,384
  Petroleum revenue tax...............................    (383)    (337)    (383)    (337)
  Other timing differences............................    (489)    (482)    (587)    (452)
                                                        ------   ------   ------   ------
                                                         1,655    1,822   11,702   10,595
                                                        ======   ======   ======   ======


     If provision for deferred  taxation had been made on the basis of the gross
potential  liability,  the  overseas  taxation  charge  for the year  would have
increased by $1,358 million (2000 $1,676 million and 1999 $442 million).

     Deferred taxation is not generally provided in respect of liabilities which
may arise on the distribution of accumulated reserves of overseas  subsidiaries,
joint ventures and associated undertakings.




                                       F-16


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 9 -- Taxation (concluded)

     The Group has adopted  Financial  Reporting  Standard No. 19 'Deferred Tax'
with effect from  January 1, 2002.  If this new standard had been applied to the
reported  results for 2001,  the tax charge for the year would have increased by
$1,358 million to $6,375 million. In addition,  at December 31, 2001 there would
have been a  reduction  of $9,050  million in  shareholders'  funds and  capital
employed.  This  represents the difference  between the gross  potential and the
restricted  liability  amounts for the Group shown above ($10,047 million net of
the additional  goodwill  arising on acquisitions in 2000 of $1,081 million) and
$84 million for joint ventures and associated undertakings.

Effective tax rate


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                            
Analysis of profit before taxation:
United Kingdom.......................................             2,333    3,426    1,663
Overseas.............................................            10,767   13,508    5,363
                                                                 ------   ------   ------
                                                                 13,100   16,934    7,026
                                                                 ======   ======   ======
Taxation.............................................             5,017    4,972    1,880
                                                                 ======   ======   ======
Effective tax rate...................................                38%      29%      27%
                                                                 ======   ======   ======


     The  following  relates  the  United  Kingdom  statutory  tax  rate  to the
effective tax rate of the Group based on profit before taxation:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                 (% of profit before tax)
                                                                            

United Kingdom statutory tax rate....................                30       30       30
Increase (decrease) resulting from:
  Current year timing differences not provided.......               (11)      (5)      (9)
  (Prior year losses utilized) current
     year losses unrelieved..........................                 4        2        2
  (Inventory holding gains not taxed) no relief for
        inventory holding losses.....................                 3       (1)      (5)
  Overseas taxes at higher rates.....................                 9        7        5
  Tax credits........................................                (3)      (4)      --
  Acquisition amortization ..........................                 6        3        1
  Other .............................................                --       (3)       3
                                                                 ------   ------   ------
Effective tax rate...................................                38       29       27
                                                                 ======   ======   ======





                                       F-17

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 10 -- Dividends per ordinary share



                                                  Years ended December 31,
                              --------------------------------------------------------------
                                2001   2000   1999   2001   2000   1999   2001   2000   1999
                              ------ ------ ------ ------ ------ ------ ------ ------ ------
                                (pence per share)    (cents per share)       ($ million)
                                                          

First quarterly...........     3.665  3.220  3.069   5.25   5.00   5.00  1,178  1,133    970
Second quarterly..........     3.911  3.352  3.112   5.50   5.00   5.00  1,235  1,128    970
Third quarterly...........     3.805  3.602  3.033   5.50   5.25   5.00  1,232  1,185    971
Fourth quarterly..........     4.055  3.617  3.125   5.75   5.25   5.00  1,288  1,177    971
                               -----  -----  -----  -----  -----  -----  -----  -----  -----
                              15.436 13.791 12.339  22.00  20.50  20.00  4,933  4,623  3,882
                               -----  -----  -----  -----  -----  -----  -----  -----  -----





                                       F-18

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 11 -- Profit per ordinary share


                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                     (cents per share)
                                                                          
Basic earnings per share.......................................   35.70    54.85    25.82
Diluted earnings per share.....................................   35.48    54.48    25.68



     The calculation of basic earnings per ordinary share is based on the profit
attributable to ordinary shareholders,  i.e. profit for the year less preference
dividends,  related to the weighted  average number of ordinary  shares in issue
during the year.  The profit  attributable  to ordinary  shareholders  is $8,008
million (2000 $11,868  million and 1999 $5,006  million).  The average number of
shares  outstanding  excludes  the shares held by the Employee  Share  Ownership
Plans.

     The  calculation  of  diluted   earnings  per  share  is  based  on  profit
attributable to ordinary  shareholders as for basic earnings per share. However,
the number of shares  outstanding is adjusted to show the potential  dilution if
employee  share  options  are  converted  into  ordinary  shares.  The number of
ordinary  shares  outstanding  for basic and diluted  earnings  per share may be
reconciled as follows:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                     (shares million)
                                                                          
Weighted average number of ordinary shares.....................  22,436   21,638   19,386
Ordinary shares issuable under employee share schemes..........     138      145      111
                                                                 ------   ------   ------
                                                                 22,574   21,783   19,497
                                                                 ======   ======   ======


     In addition to basic earnings per share based on the historical cost profit
for the  year,  a further  measure,  based on  replacement  cost  profit  before
exceptional  items,  is provided as it is considered  that this measure gives an
indication of underlying performance.



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                     (cents per share)
                                                                          
Profit for the year.........................................      35.70    54.85    25.82
Inventory holding (gains) losses............................       8.47    (3.36)   (8.91)
                                                                 ------   ------   ------
Replacement cost profit for the year........................      44.17    51.49    16.91
Exceptional items, net of tax...............................      (0.14)    0.33    10.57
                                                                 ------   ------   ------
Replacement cost profit before exceptional items............      44.03    51.82    27.48
                                                                 ======   ======   ======





                                       F-19

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 12 -- Quarterly results of operations (unaudited)



                                                         Historical cost            Profit (loss)
                                                Group      profit before    Profit  per ordinary
                                             turnover   interest and tax     (loss)        share
                                             --------   ----------------    ------    ----------
                                                             ($ million)                  (cents)
                                                                            

Year ended December 31, 2001
First quarter.............................     45,700              5,479     3,304         14.70
Second quarter............................     48,689              5,183     3,171         14.12
Third quarter.............................     43,886              3,536     1,940          8.66
Fourth quarter............................     37,114                572      (405)        (1.78)
                                            ---------     --------------   -------   -----------
Total.....................................    175,389             14,770     8,010         35.70
                                            =========     ==============  ========   ===========
Year ended December 31, 2000
First quarter.............................     33,091              4,336     3,085         15.88
Second quarter............................     39,027              4,711     3,024         13.59
Third quarter.............................     44,862              5,377     3,351         14.85
Fourth quarter............................     44,846              4,280     2,410         10.53
                                            ---------     --------------   -------   -----------
Total.....................................    161,826             18,704    11,870         54.85
                                            =========     ==============  ========   ===========


Note 13 -- Rental expense under operating leases



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                        ($ million)
                                                                          
Minimum rentals:
  Tanker charters....................................               393      361      357
  Plant and machinery................................               530      471      509
  Land and buildings.................................               355      343      271
                                                                 ------   ------   ------
                                                                  1,278    1,175    1,137
Less: Rentals from sub-leases........................              (165)    (185)    (178)
                                                                 ------   ------   ------
                                                                  1,113      990      959
                                                                 ======   ======   ======


Note 14 -- Research and development

     Expenditure  on research and  development  amounted to $385  million  (2000
$434 million and 1999 $310 million).




                                       F-20


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 15 -- Auditors' remuneration




                                                   Years ended December 31,
                                      --------------------------------------------------
                                             2001              2000              1999
                                      ---------------   ---------------   ---------------
                                          UK    Total       UK    Total       UK    Total
                                      ------   ------   ------   ------   ------   ------
                                                           ($ million)
                                                                   
Audit fees -- Ernst & Young:
  Group audit.........................     5       13        6       15        6       14
  Local statutory audit and
    quarterly review                       3       11        3       13        1        6
                                      ------   ------   ------   ------   ------   ------
                                           8       24        9       28        7       20
                                      ======   ======   ======   ======   ======   ======


Fees for other services -- Ernst & Young
  Acquisitions and disposals..........    16       20        8        9        3        5
  Taxation services...................     9       28        2       14        1        6
  Assurance services..................     4       11        5       10        4        5
  Consultancy.........................    --       --        5       18        7       20
                                      ------   ------   ------   ------   ------   ------
                                          29       59       20       51       15       36
                                      ======   ======   ======   ======   ======   ======


     Group  audit fees for 2000  include $1  million  for excess of actual  over
estimated fees for 1999.

     The audit fees payable to Ernst & Young are reviewed by the Audit Committee
in the context of other global companies for cost  effectiveness.  The committee
also  reviews  the  nature  and  extent of  non-audit  services  to ensure  that
independence is maintained.

     Ernst & Young is  selected  to provide  assurance  services  in addition to
their  statutory  audit duties where their  expertise  and  experience of BP are
important.  Most of this work is of an audit nature. For the same reasons, it is
beneficial to the Group to use Ernst & Young for due diligence  work relating to
acquisitions and disposals.  The tax services were awarded either through a full
competitive  tender process or following an assessment of the expertise of Ernst
& Young relative to that of other potential  service  providers.  These services
are for a fixed term.

     Fees to major firms of  accountants  other than Ernst & Young for non-audit
services amounted to $305 million (2000 $275 million and 1999 $160 million).

Note 16 -- Currency exchange gains and losses

     Accounted net foreign currency  exchange loss included in the determination
of profit for the year  amounted to $12 million  (2000 $30 million gain and 1999
$17 million gain).




                                       F-21


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 17 -- Acquisitions



                                                                                     2001       2000     1999
                                  -------------------------------------------------------      -----    -----
                                                                   Fair value adjustments
                                                                 ------------------------
                                                     Accounting
                                       Book value        policy                       Fair      Fair      Fair
                                  on acquisitions     alignment  Revaluations        value     value     value
                                  ---------------  ------------  ------------    ---------     -----     -----
                                                                      ($ million)

                                                                                         
Intangible fixed assets............           198           --             (4)         194     2,549         3
Tangible fixed assets..............           386           87            368          841    21,768       119
Fixed assets -- investments........             6           --             12           18     4,085         9
Businesses held for resale.........            --           --             --           --     5,926        --
Current assets (excluding cash)....           402            2             24          428     6,759        10
Cash at bank and in hand...........            --           --             --           --     1,790         5
Finance debt.......................           (55)          --             --          (55)   (7,942)      (58)
Other creditors....................          (221)          --              7         (214)   (7,193)       (1)
Deferred taxation..................            (3)          --             --           (3)     (323)       --
Other provisions...................          (170)          --             (1)        (171)   (3,254)       --
Net investment in Erdoelchemie.....          (170)          --             --         (170)       --        --
                                         --------     --------       --------     --------  --------  --------
Net assets acquired................           373           89            406          868    24,165        87
                                         --------     --------       --------
Minority interests.................                                                     --    (1,840)       --
Goodwill...........................                                                     48    11,669        20
                                                                                  --------  --------  --------
Consideration......................                                                    916    33,994       107
                                                                                  ========  ========  ========


     Acquisitions  in  2001.  During  the  year the  Group  acquired  the 50% of
Erdoelchemie,  a  petrochemicals  business based in Germany,  it did not already
own. In addition a number of minor  acquisitions  were made.  All these business
combinations have been accounted for using the acquisition method of accounting.
The assets and liabilities  acquired as part of the 2001  acquisitions are shown
in the above table in  aggregate.  The fair value of tangible  fixed  assets has
been  estimated by  determining  the net present value of future cash flows.  No
significant adjustments were made to the other acquired assets and liabilities.

     Pro forma  effects as required by US GAAP are not  presented  as they would
not materially change reported consolidated results of operations.

     Acquisitions in 2000. In the year the Company acquired  Atlantic  Richfield
Company (ARCO) and Burmah Castrol p.l.c.  (Burmah  Castrol) and the 18% minority
interest in Vastar  Resources Inc.  (Vastar),  a subsidiary of ARCO. The Company
also  purchased  most of  ExxonMobil's  assets  used by the fuels  refining  and
marketing operation in Europe and made a number of minor acquisitions.

     ARCO  was  acquired  in  April  2000.  The  total   consideration  for  the
acquisition was $27,506 million,  including acquisition expenses of $79 million,
and was effected by the issue of approximately 3,335 million BP ordinary shares.
In 2001, a cash tender offer was made for the outstanding ARCO preference stock.
The cash paid on redemption, $116 million,  approximated the amount attributable
to the ARCO preference stock in the original determination of the consideration.

     The fair  values of the  assets and  liabilities  of ARCO  included  in the
accounts  for the year  ended  December  31,  2000 have been  subject to further
investigation  and review  during 2001,  as  permitted  by  Financial  Reporting
Standard No. 7 'Fair Values in  Acquisition  Accounting'.  The  revisions to the
previously reported fair values are set out below.





                                       F-22


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 17 -- Acquisitions (concluded)



                                                             Fair value
                                                          as previously                    Final
                                                               reported   Revisions   fair value
                                                          -------------   ---------   ----------
                                                                         ($ million)

                                                                                  
Intangible fixed assets..............................             2,549          --        2,549
Tangible fixed assets................................            19,829        (911)      18,918
Fixed assets -- investments..........................             3,005          --        3,005
Net assets of businesses held for resale.............             5,290          --        5,290
Current assets (excluding cash)......................             3,668          --        3,668
Cash at bank and in hand.............................               994          --          994
Finance debt.........................................            (6,796)         --       (6,796)
Other creditors......................................            (3,475)        814       (2,661)
Deferred taxation....................................              (323)         --         (323)
Other provisions.....................................            (3,009)         --       (3,009)
                                                                 ------      ------       ------
Net assets acquired..................................            21,732         (97)      21,635
Minority interests...................................            (1,595)         --       (1,595)
Goodwill.............................................             7,369          97        7,466
                                                                 ------      ------       ------
Consideration........................................            27,506          --       27,506
                                                                 ======      ======       ======


     Tangible fixed assets. The fair value attributed to certain exploration and
production assets has been revised following further technical studies.

     Other  creditors.  Liabilities  for taxation have been revised  following a
review of outstanding liabilities.

     BP completed  the purchase of the minority  interest in Vastar on September
15, 2000 for a total  consideration of $1,618 million.  This was settled in cash
and included  expenses of $9 million and $94 million for the buy-out of employee
share options.

     On July 7, 2000,  the Company  declared  its cash offer for Burmah  Castrol
unconditional.  The total consideration was $4,909 million. Apart from the issue
of $130  million of loan notes the balance of the  consideration  was settled in
cash and included  expenses of $16 million.  The Company also acquired a further
20%  interest in Castrol  India at a cost of $178  million.  This was settled in
2001.

     On dissolution of the pan-European refining and marketing joint venture, BP
acquired most of the  ExxonMobil  assets used by the fuels  operation for $1,479
million.

     The Group undertook a number of other acquisitions in 2000 for an aggregate
consideration of $100 million.

     Acquisitions in 1999. During the year the Group acquired the oustanding 83%
of ProGas, a major Canadian natural gas supply aggregator, and 50% of Solarex, a
manufacturer  and  developer of  photovoltaic  products and systems,  it did not
already own. Also in 1999 the Group  purchased  APEX, a solar  electric  company
based in Montpellier, France.

Note 18 -- Disposals

     Divestments in 2001.  During the year the Group made a number of disposals.
The major transactions included the sale of the group's interest in the Kashagan
discovery in  Kazakhstan;  the  divestment of the  refineries  at Mandan,  North
Dakota,  and Salt Lake City,  Utah;  the sale of  interests  in the Alliance and
certain  other  pipeline  systems in the USA;  and the  disposal  of the Group's
majority interest in Vysis.



                                       F-23


                   NOTES TO FINANCIAL STATEMENTS (Continued)

Note 18 -- Disposals (continued)

     At December 31, 2000 the Foseco,  Fosroc and Sericol  speciality  chemicals
businesses  which were acquired as part of the Burmah Castrol  acquisition  were
categorized as businesses held for resale. Foseco was sold in July 2001, but the
other two businesses will now be retained and have been fully  consolidated from
July 1, 2001.

     A number of  chemicals  activities  were either sold or  terminated  during
2001. Included in the businesses sold was the Carbon Fibers business.

     The Group reduced its  investment in Lukoil,  which was acquired as part of
the ARCO acquisition, from 7% to 4% through the sale of 23.5 million shares.

     To fulfil  undertakings given to the European Commission at the time of the
ARCO acquisition, BP sold certain UK Southern North Sea natural gas interests in
April 2001.

     Divestments  in 2000. As a condition of the  acquisition of ARCO in 2000 BP
was required to divest ARCO's Alaskan  businesses and certain pipeline interests
in the Lower 48. These  operations  were sold for  aggregate  proceeds of $6,803
million. No profit or loss arose on these disposals.

     Divestments  in 1999.  Disposals  in 1999  included the sale of the Group's
Canadian oil  properties;  the  divestment of its interest in the Pedernales oil
field in Venezuela;  the Federal Trade  Commission-mandated sale of distribution
terminals  and service  stations in the USA and  certain  chemicals  activities.
These  included  the Verdugt  acid salts  business;  its  interest in an olefins
cracker at Wilton in the UK; the Plaskon electronics  materials business located
in the USA and  Singapore;  the US Fibers and Yarns  business;  and the sale and
leaseback of US railcars.  In addition the Group  incurred a loss on the closure
of its paraxylene joint venture in Singapore.

     Other  major  disposals  during  2000 were the sale of the  Group's  common
interest in Altura Energy; the sale of the Alliance refinery;  the divestment of
exploration and production interests in Trinidad, the UK, USA and Venezuela; and
the sale of the Southern Company Energy Marketing.

     Total proceeds received for disposals represent the following amounts shown
in the cash flow statement:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                        ($ million)
                                                                          
Proceeds from the sale of businesses.................               538    8,333    1,292
Proceeds from the sale of fixed assets...............             2,365    3,029    1,149
                                                                 ------   ------   ------
                                                                  2,903   11,362    2,441
                                                                 ======   ======   ======





                                       F- 24


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 18 -- Disposals (concluded)

      The disposals comprise the following:



                                                                  Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                        ($ million)
                                                                          
Intangible assets....................................               183      458      199
Tangible assets......................................             1,481    3,224    2,340
Fixed asset -- investments...........................               898      673      206
Net assets of businesses held for resale.............               307    5,290       --
Current assets less current liabilities..............              (145)     919      175
Other provisions.....................................              (112)     631      (94)
                                                                 ------   ------   ------
                                                                  2,612   11,195    2,826
Profit (loss) on sale of businesses or
  termination of operations..........................               (68)     132      321
Profit (loss) on sale of fixed assets................               605       64     (700)
                                                                 ------   ------   ------
Total consideration..................................             3,149   11,391    2,447
Increase in amounts receivable from disposals........              (246)    (102)     (12)
Cash retained........................................                --       73        6
                                                                 ------   ------   ------
Net cash inflow......................................             2,903   11,362    2,441
                                                                 ======   ======   ======


Note 19 -- Intangible assets



                                        Exploration                    Other
                                        expenditure    Goodwill  intangibles       Total
                                         ----------  ----------  ----------   ----------
                                                            ($ million)
                                                                     
Cost
At January 1, 2001.....................       6,106      12,055          755      18,916
Exchange adjustments...................         (16)       (116)          (6)       (138)
Acquisitions...........................         187          48            7         242
Additions..............................         878          --           92         970
Transfers..............................        (797)         --          (35)       (832)
Fair value adjustments.................          --          97           --          97
Deletions..............................        (244)        (93)          (8)       (345)
                                         ----------  ----------   ----------  ----------
At December 31, 2001...................       6,114      11,991          805      18,910
                                         ==========  ==========   ==========  ==========

Depreciation
At January 1, 2001.....................         690         882          451       2,023
Exchange adjustments...................          (6)         (5)          (1)        (12)
Charge for the year....................         238       1,180           61       1,479
Transfers..............................         (22)         --           11         (11)
Deletions..............................        (120)        (37)          (5)       (162)
                                         ----------  ----------   ----------  ----------
At December 31, 2001...................         780       2,020          517       3,317
                                         ==========  ==========   ==========  ==========

Net book amount
At December 31, 2001...................       5,334       9,971          288      15,593
At December 31, 2000...................       5,416      11,173          304      16,893
                                         ==========  ==========   ==========  ==========





                                       F- 25


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 20 -- Tangible assets


      Property, plant and equipment:
 

                                                                                           Other                   of which:
                                 Exploration       Gas      Refining                  businesses                     Assets
                                         and       and           and                         and                      under
                                  Production     Power     Marketing     Chemicals     corporate     Total     construction
                                 -----------     -----     ---------     ---------    ----------     -----     ------------
                                                                  ($ million)
                                                                                                
Cost
At January 1, 2001..............      93,025     1,820        30,280        14,898         1,984   142,007            6,439
Exchange adjustments............        (955)      (57)         (688)         (285)          (16)   (2,001)            (121)
Acquisitions....................          47         3            --           624           167       841               88
Additions.......................       7,525       251         2,247         1,017           350    11,390            6,922
Transfers.......................         797       (13)           25           (32)          259     1,036           (4,743)
Fair value adjustments..........        (911)       --            --            --            --      (911)              --
Deletions.......................      (1,516)      (61)       (2,108)         (432)         (190)   (4,307)            (259)
                                      ------    ------        ------        ------        ------    ------           ------
At December 31, 2001............      98,012     1,943        29,756        15,790         2,554   148,055            8,326
                                      ======    ======        ======        ======        ======   =======           ======

Depreciation
At January 1, 2001..............      46,274       498        12,661         6,538           863   66,834
Exchange adjustments............        (543)      (14)         (289)         (121)           (6)    (973)
Charge for the year.............       5,197        46         1,564           537            97    7,441
Transfers.......................          22        (6)           23           (12)          142      169
Deletions.......................      (1,208)       --        (1,106)         (394)         (118)  (2,826)
                                      ------    ------        ------        ------        ------   ------
At December 31, 2001............      49,742       524        12,853         6,548           978   70,645
                                      ======    ======        ======        ======        ======   ======

Net book amount
At December 31, 2001............      48,270     1,419        16,903         9,242         1,576   77,410             8,326
At December 31, 2000............      46,751     1,322        17,619         8,360         1,121   75,173             6,439
                                      ======    ======        ======        ======        ======   =======           ======


     Assets held under capital leases, capitalized interest and land at net book
amount included above:



                                      Leased assets              Capitalized interest
                              ----------------------------   ----------------------------
                               Cost  Depreciation      Net    Cost  Depreciation      Net
                              -----  -------------   -----   -----  ------------    -----
                                       ($ million)                   ($ million)

                                                                  
At December 31, 2001.......   1,517           837      680    3,018        1,480    1,538
At December 31, 2000.......   1,926         1,076      850    2,946        1,395    1,551
                             ======        ======   ======    =====        =====    =====




                                                                          Leasehold land
                                                                      --------------------
                                                                      Over 50 years
                                                       Freehold land      unexpired   Other
                                                       -------------  -------------   -----
                                                                      ($ million)

                                                                               
At December 31, 2001..................................         2,279            211     170
At December 31, 2000..................................         2,012            315     151
                                                               =====            ===     ===





                                       F - 26


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 21 -- Fixed assets -- investments



                          Associated undertakings
                         -------------------------
                                          Share of
                                          retained       Joint                Own            Listed
                         Shares    Loans    profit    ventures    Loans    shares(a)    investments(b)    Other(c)    Total
                         ------    -----  --------    --------    -----    ------       -----------       -----       -----
                                                                    ($ million)
                                                                                         
Cost
At January 1, 2001....... 3,196      892     1,791       2,884      476       360             1,565       1,094      12,258
Exchange adjustments.....   (23)      (8)      (62)         (6)     (28)      (10)              (39)          1       (175)
Additions and net movements
  in joint ventures......   237      340      (116)        683       30        33                --           9      1,216
Acquisitions.............    13       --        --          --        5        --                --          --         18
Transfers................   116      309       (91)        308     (284)       --                --         (76)       282
Deletions................  (253)    (253)       (2)         (8)     (18)     (117)             (239)        (30)      (920)
                         ------   ------    ------      ------   ------    ------            ------      ------     ------
At December 31, 2001      3,286    1,280     1,520       3,861      181       266             1,287         998     12,679
                         ======   ======    ======      ======   ======    ======            ======      ======     ======

Amounts provided
At January 1, 2001......    218      206        --          --       43        --                --          38        505
Exchange adjustments....     --       (5)       --          --       --        --                --           1         (4)
Provided in the year....     --       37        --          --       26        --                --           5         68
Transfers...............     --       85        --          --       --        --                --          --         85
Deletions...............     --      (22)       --          --       --        --                --          --        (22)
                         ------   ------    ------      ------   ------    ------            ------      ------     ------
At December 31, 2001        218      301        --          --       69        --                --          44        632
                         ======   ======    ======      ======   ======    ======            ======      ======     ======

Net book amount
At December 31, 2001      3,068      979     1,520       3,861      112       266             1,287         954     12,047
At December 31, 2000      2,978      686     1,791       2,884      433       360             1,565       1,056     11,753
                         ======   ======    ======      ======   ======    ======            ======      ======     ======


----------

(a)  Own shares are held in Employee Share  Ownership  Plans (ESOPs) to meet the
     future  requirements  of the Employee Share Schemes (see Note 33) and prior
     to award  under the Long Term  Performance  Plan (see Note 34). At December
     31, 2001 the ESOPs held 34,005,910  shares  (45,514,664  shares at December
     31, 2000) for the Employee  Share Schemes and 7,673,056  shares  (9,506,839
     shares at December 31, 2000) for the Long Term Performance Plan. The market
     value of these shares at December 31, 2001 was $323 million  ($443  million
     at December 31, 2000).

(b)  The market  value of listed  investments  at  December  31, 2001 was $1,284
     million.

(c)  Other investments are unlisted.

Note 22 -- Inventories


                                                                             December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Petroleum...................................................               5,176    6,933
Chemicals...................................................                 953    1,046
Other.......................................................                 568      504
                                                                          ------   ------
                                                                           6,697    8,483
Stores......................................................                 934      751
                                                                          ------   ------
                                                                           7,631    9,234
                                                                          ======   ======
Replacement cost............................................               7,686    9,392
                                                                          ======   ======




                                       F - 27

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 23 -- Receivables


                                                     December 31, 2001   December 31, 2000
                                                     -----------------   -----------------
                                                     Within      After    Within     After
                                                     1 year     1 year(a) 1 year    1 year(a)
                                                     ------     ------    ------    ------
                                                                  ($ million)
                                                                        
Trade receivables..................................  15,436        --    17,813        --
                                                     ======    ======    ======    ======
Other receivables:
  Joint ventures...................................       8        --        39        --
  Associated undertakings..........................     260        49        98        46
  Prepayments and accrued income...................   2,143       789     2,137       486
  Taxation recoverable.............................     335         8       412        --
  Pension prepayment...............................      --     3,539        --     3,609
  Other............................................   3,806       296     3,309       469
                                                     ------    ------    ------    ------
                                                      6,552     4,681     5,995     4,610
                                                     ======    ======    ======    ======



     Provisions for doubtful debts deducted from Trade  receivables  amounted to
$290 million ($357 million at December 31, 2000).

----------
(a)   See Note 43-- US generally accepted accounting principles.

Note 24 -- Current assets -- investments


                                                                             December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Publicly traded  -- United Kingdom.....................................       49       59
                 -- Foreign............................................       30      220
                                                                          ------   ------
                                                                              79      279
Not publicly traded....................................................      371      382
                                                                          ------   ------
                                                                             450      661
                                                                          ======   ======
Stock exchange value of publicly traded investments....................       88      280
                                                                          ======   ======


Note 25 -- Finance debt


                                                     December 31, 2001   December 31, 2000
                                                     -----------------   -----------------
                                                     Within      After    Within     After
                                                     1 year     1 year    1 year    1 year
                                                     ------     ------    ------    ------
                                                                  ($ million)
                                                                        
Bank loans and overdrafts..........................     371(a)     409       895(a)  1,035
Other loans........................................   8,647(a)  10,349     5,420(a) 11,916
                                                     ------     ------    ------    ------
Total borrowings...................................   9,018     10,758     6,315    12,951
Obligations under capital leases...................      72      1,569       103     1,821
                                                     ------     ------    ------    ------
                                                      9,090     12,327     6,418    14,772
                                                     ======     ======    ======    ======


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

(a)   Amounts due within one year include current maturities of long-term debt.




                                       F - 28


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 25 -- Finance debt (continued)

     Where a borrowing  is swapped  into  another  currency,  the  borrowing  is
accounted in the swap currency and not in the original currency of denomination.
Total  borrowings  include $264 million  ($369 million at December 31, 2000) for
the carrying value of currency swaps and forward contracts.

     Included  within Other loans  repayable  within one year are US  Industrial
Revenue/Municipal  Bonds of $1,768  million  (December 31, 2000 $1,671  million)
with maturity  periods ranging up to 36 years.  They are classified as repayable
within one year, as required  under UK GAAP, as the  bondholders  typically have
the option to tender  these bonds for  repayment on interest  reset  dates.  Any
bonds that are tendered are usually  remarketed and BP has not  experienced  any
significant repurchases. BP considers these bonds to represent long-term funding
when assessing the maturity profile of its borrowings.

     At December 31, 2001, the Group's share of third party  borrowings of joint
ventures  and  associated  undertakings  was $460  million  and  $1,136  million
respectively. These amounts are not reflected in the Group's debt on the balance
sheet.

Analysis of borrowings by year of repayment



                                     December 31, 2001             December 31, 2000
                           -------------------------------  ------------------------------
                           Bank loans                       Bank loans
                                  and      Other                   and     Other
                           overdrafts      loans     Total  overdrafts     loans     Total
                           ----------  --------- ---------  ----------  -------- ---------
                                                      ($ million)
                                                                  
Due after  10 years........        42      3,176     3,218         258     3,296     3,554
Due within 6-10 years......        --      3,222     3,222          26     3,402     3,428
           5 years.........       150        501       651          24     1,202     1,226
           4 years.........        24      1,542     1,566         417       744     1,161
           3 years.........        15        626       641          75     1,187     1,262
           2 years.........       178      1,282     1,460         235     2,085     2,320
                            ---------  --------- ---------   --------- --------- ---------
                                  409     10,349    10,758       1,035    11,916    12,951
           1 year..........       371      8,647     9,018         895     5,420     6,315
                            ---------  --------- ---------   --------- --------- ---------
                                  780     18,996    19,776       1,930    17,336    19,266
                            =========  ========= =========   ========= ========= =========


     Amounts  included above  repayable by  instalments  part of which falls due
after five years from December 31, are as follows:



                                                                             December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                              
After five years............................................                 120       27
Within five years...........................................               1,071      216
                                                                          ------   ------
                                                                           1,191      243
                                                                          ======   ======


     Interest  rates on  borrowings  repayable  wholly or partly  more than five
years from December 31, 2001 range from 1% to 12% with a weighted average of 6%.
The weighted average interest rate on finance debt is 5%.

     At December 31, 2001 the Group had substantial amounts of undrawn borrowing
facilities available,  including committed facilities of $3,400 million expiring
in 2002 ($3,450 million at December 31, 2000 expiring in 2001). These facilities
are with a number of  international  banks and borrowings under them would be at
pre-agreed  rates.  Certain of these facilities  support the Group's  commercial
paper programme.




                                       F - 29


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 25 -- Finance debt (continued)

Analysis of borrowings by currency



                                                                                            December 31,
                                         December 31, 2001                                         2000
                         -----------------------------------------------------------------  -----------
                                 Fixed rate debt             Floating rate debt
                          --------------------------------   -------------------
                          Weighted       Weighted             Weighted
                           average   average time              average
                          interest      for which             interest
                              rate  rate is fixed   Amount        rate    Amount     Total        Total
                          --------  -------------   ------    --------    ------     -----        -----
                                (%)       (Years)($ million)       (%) ($ million)($ million) ($ million)
                                                                           
US dollars............           7              8   11,485           2     7,842    19,327       18,525
Sterling..............          --             --       --           4       133       133          449
Other currencies......          10             29      122           6       194       316          292
                                                  --------              --------   -------      -------
Total loans...........                              11,607                 8,169    19,776       19,266
                                                  ========              ========   =======      =======



     The Group aims for a balance between floating and fixed interest rates and,
in 2001,  the  proportion of floating rate debt was in the range 32-43% of total
net debt  outstanding.  Aside from debt issued in the US municipal bond markets,
interest  rates on  floating  rate debt  denominated  in US  dollars  are linked
principally  to London  Inter-Bank  Offer Rate  (LIBOR),  while rates on debt in
other  currencies  are based on local  market  equivalents.  The Group  monitors
interest rate risk using a process of sensitivity analysis.  Assuming no changes
to the borrowings and hedges  described  above, it is estimated that a change of
1% in the general  level of interest  rates on January 1, 2002 would change 2002
profit before tax by approximately $100 million.

Fair values and carrying amounts of borrowings



                                                              December 31,
                                           ----------------------------------------------
                                                             2001                    2000
                                           ----------------------  ----------------------
                                                         Carrying                Carrying
                                           Fair value      amount  Fair value      amount
                                           ----------    --------  ----------    --------
                                                             ($ million)

                                                                        
Short-term borrowings....................       5,185       5,185       3,706       3,706
Long-term borrowings.....................      14,875      14,360      15,573      15,299
                                            ---------   ---------   ---------   ---------
Total borrowings.........................      20,060      19,545      19,279      19,005
                                            =========   =========   =========   =========


     The fair value and carrying  amounts of borrowings  shown above exclude the
effects of currency swaps,  interest rate swaps and forward contracts (which are
included for  presentation  in the balance sheet).  Long-term  borrowings in the
above table  include  debt which  matures in the year from  December  31,  2001,
whereas in the  balance  sheet  long-term  debt of current  maturity is reported
under amounts falling due within one year.  Long-term borrowings also include US
Industrial  Revenue/Municipal Bonds classified on the balance sheet as repayable
within one year. The carrying amount of the Group's short-term borrowings, which
mainly comprise  commercial paper, bank loans and overdrafts,  approximate their
fair value.  The fair value of the Group's  long-term  borrowings  is  estimated
using quoted  prices or,  where these are not  available,  discounted  cash flow
analyses,  based on the Group's current incremental  borrowing rates for similar
types and maturities of borrowing.




                                       F - 30

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 25 -- Finance debt (continued)

Obligations under capital leases

     The future  minimum lease  payments  together with the present value of the
net minimum lease payments were as follows:



                                                                              December 31,
                                                                                     2001
                                                                            -------------
                                                                               ($ million)
                                                                                   
2002  ...............................................................                  97
2003  ...............................................................                 159
2004  ...............................................................                 165
2005  ...............................................................                 173
2006  ...............................................................                 177
Thereafter...........................................................               2,877
                                                                              -----------
                                                                                    3,648
Less: amount representing lease interest.............................               2,007
                                                                              -----------
Present value of net minimum capital lease payments..................               1,641
                                                                              ===========
of which -- due within one year......................................                  72
         -- due after one year.......................................               1,569
                                                                              -----------


     The following  information is presented in compliance with the requirements
of US GAAP.

Bank loans and overdrafts and other loans-- long term




                                                  Weighted average          December 31,
                                                  interest rate at        ---------------
                                                 December 31, 2001          2001     2000
                                                 -----------------        ------   ------
                                                                (%)          ($ million)
                                                                          
US dollar.................................                       7        10,617   12,599
Sterling..................................                       6            19      289
Other currencies..........................                      10           122       63
                                                                           -----    -----
                                                                          10,758   12,951
                                                                           =====    =====


Bank loans and overdrafts and other loans -- short term


                                                                             December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Current maturities of long-term debt........................               1,993      938
Commercial paper............................................               4,634    2,943
Bank loans and overdrafts...................................                 371      762
Other.......................................................               2,020    1,672
                                                                          ------   ------
                                                                           9,018    6,315
                                                                          ======   ======





                                       F - 31

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 25 -- Finance debt (concluded)


                                                                         Weighted average
                                                                            interest rate
                                                                           at December 31,
                                                                          ----------------
                                                                            2001     2000
                                                                          ------   ------
                                                                                 (%)
                                                                                 
Commercial paper............................................                   2        7
Bank loans, overdrafts and other borrowings.................                   4        8
US Industrial Revenue/Municipal bonds.......................                   2        5


Note 26 -- Accounts payable and accrued liabilities



                                                     December 31, 2001   December 31, 2000
                                                     -----------------   -----------------
                                                     Within      After    Within     After
                                                     1 year     1 year    1 year    1 year
                                                     ------     ------    ------    ------
                                                                  ($ million)
                                                                        
Trade payables...................................... 13,129        --    14,363        --
                                                     ======    ======    ======    ======
Other accounts payable and accrued liabilities:
  Joint ventures.....................................    21        --        67        --
  Associated undertakings............................   268         4       296         4
  Production taxes...................................   254     1,346       347     1,123
  Taxation on profits................................ 3,456        --     4,091         2
  Social security....................................    63        --        59        --
  Accruals and deferred income....................... 4,843     1,029     6,557     1,876
  Dividends.......................................... 1,289        --     1,178        --
  Other.............................................. 5,201       707     5,152       837
                                                     ------    ------    ------    ------
                                                     15,395     3,086    17,747     3,842
                                                     ======    ======    ======    ======


Note 27 -- Other provisions



                                                              Unfunded           Other
                                                               pension  postretirement
                               Decommissioning  Environmental    plans        benefits  Other     Total
                               ---------------  -------------  -------  --------------  -----     -----
                                                                  ($ million)
                                                                                
At January 1, 2001......                 3,001          2,131    1,579           2,726  1,536    10,973
Exchange adjustments....                   (66)            (5)     (63)             --    (14)     (148)
Acquisitions............                    --             33      114              --     24       171
New provisions..........                   156            180      230             160    438     1,164
Unwinding of discount...                   104             77       --              --     15       196
Change in discount rate.                   315             37       --              --      5       357
Utilized/deleted........                  (206)          (355)    (117)           (222)  (331)   (1,231)
                                        ------         ------   ------          ------ ------   -------
At December 31, 2001....                 3,304          2,098    1,743           2,664  1,673    11,482
                                        ======         ======   ======          ====== ======   =======





                                       F - 32

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 27 -- Other provisions (concluded)

     The Group makes full provision for the future cost of  decommissioning  oil
and natural gas  production  facilities  and related  pipelines  on a discounted
basis at the commencement of production.  At December 31, 2001 the provision for
the costs of  decommissioning  these production  facilities and pipelines at the
end of their economic lives was $3,304 million  ($3,001  million at December 31,
2000).  The provision has been estimated using existing  technology,  at current
prices and discounted using a real discount rate of 3% (2000 3.5%).  These costs
are expected to be incurred over the next 30 years. While the provision is based
on the best  estimate of future costs and the economic  lives of the  facilities
and pipelines,  there is uncertainty  regarding both the amount of and timing of
incurring these costs.

     Provisions  for  environmental  remediation  are made  when a  clean-up  is
probable and the amount reasonably  determinable.  Generally this coincides with
commitment  to a formal plan of action or, if earlier,  on divestment or closure
of inactive sites. The provision for  environmental  liabilities at December 31,
2001 was $2,098 million ($2,131 million at December 31, 2000). The provision has
been estimated using existing technology, at current prices and discounted using
a real discount rate of 3% (2000 3.5%).  These costs are expected to be incurred
over the next 10 years. The extent and cost of future  remediation  programs are
inherently  difficult  to  estimate.  They  depend on the scale of any  possible
contamination, the timing and extent of corrective actions, and also the Group's
share of liability.

     The Group also holds  provisions  for  potential  future  awards  under the
long-term  performance  plans,  expected rental shortfalls on surplus properties
and sundry  other  liabilities.  To the extent  that these  liabilities  are not
expected  to be  settled  within  the  next  three  years,  the  provisions  are
discounted using a real discount rate of 3% (2000 3.5%).

Note 28 -- Derivative financial instruments

     In the  normal  course  of  business  the  Group is a party  to  derivative
financial  instruments  (derivatives) with off balance sheet risk,  primarily to
manage its  exposure to  fluctuations  in foreign  currency  exchange  rates and
interest rates,  including  management of the balance between  floating rate and
fixed rate debt. The Group also manages certain of its exposures to movements in
oil and natural gas prices. The underlying economic currency of the Group's cash
flows is mainly the US dollar.  Accordingly,  most of our  borrowings  are in US
dollars,  are hedged with  respect to the US dollar or swapped  into US dollars.
Significant  non-dollar cash flow exposures are hedged. Gains and losses arising
on these  hedges are  deferred  and  recognized  in the income  statement  or as
adjustments  to  carrying  amounts,  as  appropriate,  only when the hedged item
occurs.  In  addition,  we trade  derivatives  in  conjunction  with  these risk
management  activities.  The results of trading are  recognized in income in the
current period.

     The Group co-ordinates certain key activities on a global basis in order to
optimize its financial position and performance. These include the management of
the  currency,  maturity and interest  rate profile of  borrowing,  cash,  other
significant  financial  risks and  relationships  with banks and other financial
institutions.  International  oil and natural  gas  trading and risk  management
relating to business  operations  are carried out by the Group's oil and natural
gas trading units.

     BP is exposed to financial risks,  including  market risk,  credit risk and
liquidity risk, arising from the Group's normal business activities. These risks
and the Group's  approach to dealing  with them are  discussed  below.




                                       F - 33

                   NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

Market risk

     Market risks  include the  possibility  that  changes in currency  exchange
rates,  interest rates or oil and natural gas prices will  adversely  affect the
value of the Group's  financial  assets,  liabilities  or  expected  future cash
flows.  Market  risks  are  managed  using a range of  financial  and  commodity
instruments,  including  derivatives.  We also trade  derivatives in conjunction
with these risk management activities.

     Currency   exchange   rates.   Fluctuations  in  exchange  rates  can  have
significant effects on the Group's reported profit. The effects of most exchange
rate  fluctuations are absorbed in business  operating  results through changing
cost  competitiveness,  lags in market  adjustment  to movements  in rates,  and
conversion differences accounted for on specific  transactions.  For this reason
the total effect of exchange rate fluctuations is not identifiable separately in
the Group's reported profit.

     The main underlying  economic  currency of the Group's cash flows is the US
dollar and the Group's  borrowings are predominantly in US dollars.  Our foreign
exchange  management policy is to minimize  economic and material  transactional
exposures  arising  from  currency  movements  against the US dollar.  The Group
co-ordinates the handling of foreign  exchange risks  centrally,  by netting off
naturally  occurring opposite exposures wherever possible,  to reduce the risks,
and then dealing with any material residual foreign exchange risks.  Significant
residual non-dollar exposures are managed using a range of derivatives.

     Interest  rates.  The Group is exposed to interest  rate risk on short- and
long-term  floating rate instruments and as a result of the refinancing of fixed
rate  finance  debt.  Consequently,  as well as managing  the  currency  and the
maturity of debt, the Group manages interest expense through the balance between
generally  lower-cost  floating rate debt, which has inherently higher risk, and
generally more expensive, but lower-risk,  fixed rate debt. The Group is exposed
predominantly  to US dollar LIBOR (London  Inter-Bank Offer Rate) interest rates
as borrowings are mainly denominated in, or are swapped into, US dollars.

     The Group uses derivatives to manage the balance between fixed and floating
rate debt.  During 2001,  the  proportion of floating rate debt was in the range
32-43% of total net debt outstanding.

     Oil and natural gas prices.  BP's trading units use financial and commodity
derivatives  as part of the  overall  optimization  of the value of the  Group's
equity  oil  production  and as part of the  associated  trading  of crude  oil,
products  and  related  instruments.  They  also  use  financial  and  commodity
derivatives to manage certain of the Group's exposures to price  fluctuations on
natural gas transactions.

     Market risk management and trading.  In market risk management and trading,
conventional  exchange-traded derivative instruments such as futures and options
are   used  as  well  as   non-exchange-traded   instruments   such  as   swaps,
'over-the-counter' options and forward contracts.

     Where  derivatives  constitute a hedge, the Group's exposure to market risk
created by the  derivative is offset by the opposite  exposure  arising from the
asset,  liability,  cash flow or transaction  being hedged.  By contrast,  where
derivatives are held for trading  purposes,  changes in market risk factors give
rise to realized and  unrealized  gains and losses,  which are recognized in the
current period.




                                      F - 34

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

     All  financial  instrument  and  derivative  activity,   whether  for  risk
management  or  trading,  is  carried  out by  specialist  teams  which have the
appropriate skills, experience and supervision. These teams are subject to close
financial and management  control,  meeting generally accepted industry practice
and reflecting the  principles of the Group of Thirty Global  Derivatives  Study
recommendations.  A Trading  Risk  Management  Committee  has  oversight  of the
quality of internal  control in the Group's trading units.  Independent  control
functions monitor compliance with BP's policies.  The control framework includes
prescribed  trading  limits that are reviewed  regularly  by senior  management,
daily  monitoring  of risk  exposure  using  value-at-risk  principles,  marking
trading  exposures  to market and  stress  testing  to assess  the  exposure  to
potentially extreme market situations.  As part of its approach to ensuring that
control  over  trading is  maintained  to a high and  consistent  standard,  the
Group's  business  units dealing in the oil,  natural gas and financial  markets
were brought together within a single integrated supply and trading organization
during 2001.

Credit risk

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

Liquidity risk

     Liquidity risk is the risk that suitable sources of funding for the Group's
business  activities may not be available.  The Group has long-term debt ratings
of Aa1 and AA+ assigned  respectively  by Moody's and  Standard and Poor's.  The
Group has access to a wide range of funding at  competitive  rates  through  the
capital markets and banks. It co-ordinates  relationships with banks,  borrowing
requirements,  foreign exchange requirements and cash management centrally.  The
Group  believes  it has  access  to  sufficient  funding  and also  has  undrawn
committed  borrowing   facilities  to  meet  currently   foreseeable   borrowing
requirements.  At December 31, 2001, the Group had available  undrawn  committed
facilities  of $3,400  million  ($3,450  million at December  31,  2000).  These
committed  facilities,  which are mainly with a number of  international  banks,
expire in 2002. The Group expects to renew the facilities on an annual basis.

     With the exception of the table of currency  exposures  shown on page F-38,
short-term   debtors  and  creditors  which  arise  directly  from  the  Group's
operations  have been excluded from the  disclosures  contained in this note, as
permitted  by  FRS  No.  13  `Derivatives   and  Other  Financial   Instruments:
Disclosures'.




                                     F - 35


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

Interest rate risk

      The interest rate and currency profile of the financial liabilities of the
Group at December 31, 2001, after taking into account the effect of interest
rate swaps, currency swaps and forward contracts, is set out below.



                                     Fixed rate                  Floating rate      Interest free
                        ------------------------------------  ----------------- ---------------------
                             Weighted       Weighted          Weighted              Weighted
                              average   average time           average          average time
                             interest      for which          interest                 until
                                 rate  rate is fixed  Amount      rate   Amount     maturity   Amount       Total
                        -------------  -------------  ------  --------   ------ ------------   ------      ------
                                   (%)     (Years) ($ million)    (%) ($ million)   (Years)  ($ million) ($ million)
                                                                              
At December 31, 2001
US dollar...............            7              8  11,624         2   10,143            4    1,528      23,295
Sterling................           --             --      --         4      133            3      114         247
Other currencies........           10             29     122         6      194            2      334         650
                                                     -------            -------               -------     -------
                                                      11,746             10,470                 1,976      24,192
                                                     =======            =======               =======     =======

At December 31, 2000
US dollar...........                7              9  10,506         6   10,674            4    2,155      23,335
Sterling............               --             --      --         6      449            6      147         596
Other currencies....                8             30      45        10      247            2      532         824
                                                     -------            -------               -------     -------
                                                      10,551             11,370                 2,834      24,755
                                                     =======            =======               =======     =======




                                                                             December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Analysis of the above liabilities by balance sheet caption:
Current liabilities -- falling due within one year
-- Finance debt...................................................         9,090    6,418
Noncurrent liabilities
-- Finance debt...................................................        12,327   14,772
-- Accounts payable and accrued liabilities.......................         1,673    2,501
Provisions for liabilities and charges
-- Other provisions...............................................         1,102    1,064
                                                                         -------  -------
                                                                          24,192   24,755
                                                                         =======  =======





                                       F - 36


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

     The financial  liabilities upon which interest is paid comprise principally
borrowings and net obligations under finance leases.  The financial  liabilities
which  are  interest  free  comprise  various  accruals,  sundry  creditors  and
provisions  relating to the Group's normal  commercial  operations  with payment
dates spread over a number of years.

     In managing its finance debt, the Group aims for a balance between floating
and fixed  interest rates and, in 2001, the proportion of floating rate debt was
in the range of 32-43% of total net debt  outstanding.  Interest  rate swaps and
futures  are used by the Group to modify  the  interest  characteristics  of its
long-term  borrowings  from a fixed to a floating rate basis or vice versa.  The
following  table  indicates  the types of  instruments  used and their  weighted
average interest rates.



                                                                             December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                 ($ million except percentages)
                                                                              
Receive fixed rate swaps -- notional amount...........                       999    2,310
Average receive fixed rate ...........................                       5.6%     6.4%
Average pay floating rate.............................                       2.3%     6.7%
Pay fixed rate swaps -- notional amount...............                     2,914    3,125
Average pay fixed rate................................                       6.6%     6.7%
Average receive floating rate.........................                       2.3%     6.7%
Futures contracts -- notional amount..................                       760       --
Average pay fixed rate................................                       2.7%      --


     The  following  table shows the interest  rate and currency  profile of the
Group's material financial assets.



                                     Fixed rate                  Floating rate      Interest free
                        ------------------------------------  ----------------- ---------------------
                             Weighted       Weighted          Weighted              Weighted
                              average   average time           average          average time
                             interest      for which          interest                 until
                                 rate  rate is fixed  Amount      rate   Amount     maturity   Amount       Total
                        -------------  -------------  ------  --------   ------ ------------   ------      ------
                                   (%)     (Years) ($ million)    (%) ($ million)   (Years)  ($ million) ($ million)
                                                                              
At December 31, 2001
US dollar...........                3              1      92        2       574            2    2,269       2,935
Sterling............                7              2      81        4        11            2      762         854
Other currencies....                5              1     181        5       264            1      192         637
                                                     -------            -------               -------     -------
                                                         354                849                 3,223       4,426
                                                     =======            =======               =======     =======
At December 31, 2000
US dollar...........                4              1     226        5     1,127            2    1,502       2,855
Sterling............                8              2      81        5        74            2      803         958
Other currencies....                6              1     115        6       593            3      942       1,650
                                                     -------            -------               -------     -------
                                                         422              1,794                 3,247       5,463
                                                     =======            =======               =======     =======




                                                                             December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Analysis of the above financial assets by balance sheet caption:
Fixed assets -- investments.......................................         2,353    3,054
Current assets
--Receivables -- amount falling due after more than one year......           265      578
--Investments.....................................................           450      661
--Cash at bank and in hand........................................         1,358    1,170
                                                                         -------  -------
                                                                           4,426    5,463
                                                                         =======  =======


     The  floating  rate  financial  assets earn  interest at various  rates set
principally with respect to LIBOR or the local market equivalent.

     Fixed asset  investments  included in the table above are held for the long
term and have no maturity  period.  They are excluded  from the  calculation  of
weighted average time until maturity.



                                       F - 37


                   NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

Maturity profile of financial liabilities

     The profile of the maturity of the  financial  liabilities  included in the
Group's balance sheet is shown in the table below.



                                                                             December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                              

Due within:1 year....................................                      9,090    6,418
           1 to 2 years..............................                      2,159    3,834
           2 to 5 years..............................                      3,656    4,456
           Thereafter................................                      9,287   10,047
                                                                          ------   ------
                                                                          24,192   24,755
                                                                          ======   ======


Foreign exchange rate risk

     The table below shows the Group's principal currency exposures arising from
normal trading  activities.  These exposures give rise to net currency gains and
losses  recognized in the profit and loss account.  Such exposures  comprise the
monetary  assets and monetary  liabilities of the Group that are not denominated
in the functional  currency of the operating  unit involved.  As at December 31,
2001 and 2000, these exposures were as shown below.



                                        Net foreign currency monetary assets (liabilities)
                                        -------------------------------------------------
                                        US dollar  Sterling      Euro     Other     Total
                                        ---------  --------  --------  --------  --------
                                                           ($ million)
                                                                      
At December 31, 2001
US dollar..............................        --      (193)       10       (15)     (198)
Sterling...............................        69        --       237       182       488
Other..................................      (487)     (241)       (3)      (27)     (758)
                                         --------  --------  --------  --------  --------
                                             (418)     (434)      244       140      (468)
                                         ========  ========  ========  ========  ========

At December 31, 2000
US dollar..............................        --      (555)      313      (534)     (776)
Sterling...............................       487        --       498       269     1,254
Other..................................       584       189        (9)     (231)      533
                                         --------  --------  --------  --------  --------
                                            1,071      (366)      802      (496)    1,011
                                         ========  ========  ========  ========  ========






                                       F - 38


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

     In accordance with its policy for managing its foreign  exchange rate risk,
the Group  enters into  various  types of foreign  exchange  contracts,  such as
currency swaps,  forwards and options.  The fair values and carrying  amounts of
these derivatives are shown in the fair value disclosures below.

Fair values of financial assets and liabilities

     The estimated fair value of the Group's  financial  instruments is shown in
the table below. The table also shows the 'net carrying amount' of the financial
asset or liability. This amount represents the net book value, i.e. market value
when acquired or later marked to market. The carrying amounts and fair values of
finance debt shown below  exclude the effects of interest  rate swaps,  currency
swaps and forward  contracts (which are included for presentation in the balance
sheet).  Current  maturities  of  long-term  finance  debt  are  included  under
long-term borrowings.



                                                                            December 31,
                                           -------------------------------------------------------------------------------
                                                           2001                                      2000
                                           -------------------------------------     -------------------------------------
                                                                    Net carrying                              Net carrying
                                             Net fair value               amount       Net fair value               amount
                                           asset (liability)    asset (liability)    asset (liability)    asset (liability)
                                           ----------------     ----------------     ----------------     ----------------
                                                                              ($ million)
                                                                                                         
Primary financial instruments
Fixed assets -- investments....................       2,350                2,353                2,882                3,054
Current assets
-- Other receivables -- amounts falling
    due after more than one year...............         265                  265                  578                  578
-- Investments.................................         459                  450                  662                  661
-- Cash at bank and in hand....................       1,358                1,358                1,170                1,170
Finance debt
-- Short-term borrowings.......................      (5,185)              (5,185)              (3,706)              (3,706)
-- Long-term borrowings........................     (14,875)             (14,360)             (15,573)             (15,299)
-- Net obligations under finance leases........      (1,619)              (1,608)              (1,831)              (1,816)
Noncurrent liabilities
-- Accounts payable and accrued liabilities....      (1,673)              (1,673)              (2,501)              (2,501)
Provisions for liabilities and charges -- other
  provisions...................................      (1,102)              (1,102)              (1,064)              (1,064)
Derivative financial or commodity instruments
Risk management --  interest rate contracts....        (139)                  --                  (49)                  --
                --  foreign exchange contracts.        (251)                (264)                (338)                (369)
                --  oil price contracts........          --                   --                    4                    4
                --  natural gas price contracts        (259)                (259)                  31                   12
Trading         --  interest rate contracts....          --                   --                   --                   --
                --  foreign exchange contracts.          (3)                  (3)                  --                   --
                --  oil price contracts........          26                   26                   36                   36
                --  natural gas price contracts          12                   12                   24                   24





                                       F - 39


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

     Interest rate contracts  include  futures  contracts,  swap  agreements and
options. Foreign exchange contracts include forward and futures contracts,  swap
agreements  and  options.  Oil and natural gas price  contracts  are those which
require  settlement in cash and include futures  contracts,  swap agreements and
options and cash-settled  commodity instruments  (derivative commodity contracts
that permit  settlement  either by delivery of the  underlying  commodity  or in
cash) such as forward contracts.

     The following  methods and assumptions were used by the Group in estimating
its fair value disclosures for its financial instruments:

     Fixed assets -- Investments:  The carrying  amount  reported in the balance
sheet for unlisted fixed asset  investments  approximates  their fair value. The
fair value of listed fixed asset investments has been determined by reference to
market prices.

     Current assets -- Other  receivables - amounts  falling due after more than
one year:  The fair value of other  receivables  due after one year is estimated
not to be materially different from its carrying value.

     Current  assets -- Investments  and Cash at bank and in hand:  The carrying
amount reported in the balance sheet for unlisted current asset  investments and
cash at bank and in hand approximates their fair value. The fair value of listed
current asset investments has been determined by reference to market prices.

     Finance debt:  The carrying  amount of the Group's  short-term  borrowings,
which mainly comprise commercial paper, bank loans and overdrafts,  approximates
their fair value. The fair value of the Group's long-term borrowings and finance
lease  obligations  is  estimated  using  quoted  prices or, where these are not
available,   discounted  cash  flow  analyses,  based  on  the  Group's  current
incremental borrowing rates for similar types and maturities of borrowing.

     Noncurrent  liabilities -- Accounts payable and accrued liabilities:  These
liabilities are  predominantly  interest-free.  In view of the short maturities,
the reported carrying amount is estimated to approximate the fair value.

     Provisions  for  liabilities  and  charges  - Other  provisions:  Where the
liability will not be settled for a number of years the amount recognized is the
present  value of the  estimated  future  expenditure.  The  carrying  amount of
provisions thus approximates the fair value.

     Derivative  financial  or  commodity  instruments:  The fair  values of the
Group's interest rate and foreign exchange contracts are based on pricing models
which take into account relevant market data. The fair values of the Group's oil
and natural gas price contracts (futures contracts, swap agreements, options and
forward contracts) are based on market prices.

Risk management

     Gains and  losses on  derivatives  used for risk  management  purposes  are
deferred and recognized in earnings or as adjustments  to carrying  amounts,  as
appropriate,  when the underlying debt matures or the hedged transaction occurs.
When an anticipated  transaction is no longer likely to occur or finance debt is
terminated  before  maturity,  any deferred  gain or loss that has arisen on the
related derivative is recognized in the income statement, together with any gain
or loss on the terminated item. Where such derivatives used for hedging purposes
are  terminated  before the  underlying  debt matures or the hedged  transaction
occurs,  the  resulting  gain or loss is recognized on a basis which matches the
timing and accounting  treatment of the underlying hedged item. The unrecognized
and  carried-forward  gains and losses on derivatives used for hedging,  and the
movements  therein,  are  shown  in the  following  table.



                                       F - 40


                   NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)



                                                      Unrecognized              Carried forward in the balance sheet
                                                 -----------------------        ------------------------------------
                                                 Gains   Losses    Total              Gains   Losses   Total
                                                 -----   ------    -----              -----   ------   -----
                                                                        ($ million)
                                                                                      

Gains and losses at January 1, 2001.............   303     (302)       1                 56     (443)   (387)
  of which accounted for in income in 2001......   203     (154)      49                 22     (194)   (172)
Gains and losses at December 31, 2001...........   109     (235)    (126)               113     (327)   (214)
  of which expected to be recognized in income
  in 2002.......................................    60      (19)      41                 50     (162)   (112)

Gains and losses at January 1, 2000.............   236     (215)      21                 65     (283)   (218)
  of which accounted for in income in 2000......    54      (60)      (6)                32      (45)    (13)


Trading activities

     The Group maintains  active trading  positions in a variety of derivatives.
This activity is  undertaken in  conjunction  with risk  management  activities.
Derivatives  held for trading purposes are marked to market and any gain or loss
recognized in the income statement. For traded derivatives,  many positions have
been  neutralized,  with trading  initiatives being concluded by taking opposite
positions to fix a gain or loss, thereby achieving a zero net market risk.

     The  following  table  shows  the  fair  value  at  December  31,  2001  of
derivatives and other financial instruments held for trading purposes.  The fair
values  at the  year end are not  materially  unrepresentative  of the  position
throughout the year.



                                                              Years ended December 31,
                                               ---------------------------------------------------
                                                         2001                       2000
                                               -------------------------  ------------------------
                                                 Year end       Year end    Year end      Year end
                                               fair value     fair value  fair value    fair value
                                                    asset      liability       asset     liability
                                               ----------     ----------  ----------    ----------
                                                                    ($ million)

                                                                             
Interest rate contracts...................             --            --          --            --
Foreign exchange contracts................             14           (17)         10           (10)
Oil price contracts.......................            248          (222)        159          (123)
Natural gas price contracts...............            799          (787)      1,288        (1,264)
                                                 --------      --------    --------      --------
                                                    1,061        (1,026)      1,457        (1,397)
                                                 ========      ========    ========      ========


     The Group measures its market risk exposure, i.e. potential gain or loss in
fair values,  on its trading  activity  using  value-at-risk  techniques.  These
techniques are based on a variance/covariance  model or a Monte Carlo simulation
and make a  statistical  assessment  of the market risk  arising  from  possible
future changes in market values over a 24-hour  period.  The  calculation of the
range of  potential  changes in fair value takes into  account a snapshot of the
end-of-day  exposures,  and the  history of  one-day  price  movements  over the
previous 12 months, together with the correlation of these price movements.  The
potential  movement in fair values is  expressed  to three  standard  deviations
which is  equivalent  to a 99.7%  confidence  level.  This means that,  in broad
terms,  one would expect to see an increase or a decrease in fair values greater
than the value at risk on only one occasion per year if the portfolio  were left
unchanged.




                                       F - 41

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

     The Group  calculates  value at risk on all  instruments  that are held for
trading  purposes  and that  therefore  give an  exposure  to market  risk.  The
value-at-risk  model takes account of derivative  financial  instruments such as
interest  rate  forward  and futures  contracts,  swap  agreements,  options and
swaptions,  foreign exchange forward and futures contracts,  swap agreements and
options and oil price futures, swap agreements and options. Financial assets and
liabilities  and  physical  crude oil and refined  products  that are treated as
trading  positions are also included in these  calculations.  The  value-at-risk
calculation  for oil and natural gas price  exposure  also  includes  derivative
commodity  instruments  (commodity  contracts that permit  settlement  either by
delivery of the underlying commodity or in cash) such as forward contracts.

      The following table shows values at risk for trading activities.




                                                                       Years ended December 31,
                                         ----------------------------------------------------------------------------------
                                                           2001                                         2000
                                         -------------------------------------        -------------------------------------
                                         High     Low     Average     Year end        High     Low     Average     Year end
                                        -----   -----     -------     --------       -----   -----     -------     --------
                                                                             ($ million)
                                                                                                 
Interest rate trading...........            1      --          --           --           2      --           1           --
Foreign exchange trading........            3      --           1           --          15      --           1            1
Oil price trading...............           29      10          18           17          23       4          13           13
Natural gas price trading.......           21       4          10            9          16       1           6           13


     The  presentation  of trading  results  shown in the table  below  includes
certain  activities  of BP's trading  units which  involve the use of derivative
financial  instruments in conjunction with physical and paper trading of oil and
natural gas. It is considered that a more  comprehensive  representation  of the
Group's  oil  and  natural  gas  price  trading   activities  is  given  by  the
classification  of the gain or loss on such  derivatives  along with the gain or
loss  arising  from  the  physical  and  paper  trades  to  which  they  relate,
representing  the net result of the trading  portfolio.



                                                                    Year ended December 31,
                                                          --------------------------------------
                                                                                2001        2000
                                                          --------------------------    --------
                                                                  Natural   Net gain    Net gain
                                                          Oil         gas      (loss)      (loss)
                                                        -----     -------   --------    --------
                                                                       ($ million)

                                                                               
Derivative financial and commodity instruments...         419        (129)       290          94
Physical trades..................................         265         405        670         549
                                                       ------      ------     ------      ------
Total trading.............................                684         276        960         643
Interest rate trading.....................                                         1           1
Foreign exchange trading..................                                        81          52
                                                                              ------      ------
                                                                               1,042         696
                                                                              ======      ======



     The following  information is presented in compliance with the requirements
of FASB Statement of Accounting  Standards No. 105 -- 'Disclosure of Information
about  Financial   Instruments   with   Off-Balance-Sheet   Risk  and  Financial
Instruments with  Concentrations  of Credit Risk', No. 107 -- 'Disclosure  about
Fair Value of Financial  Instruments',  No. 119 -- 'Disclosures about Derivative
Financial  Instruments and Fair Value of Financial  Instruments'  and No. 133 --
'Accounting for Derivative Instruments and Hedging Activities'.

     The Group's  accounting  policies under UK GAAP do not satisfy the criteria
for hedge  accounting  under  SFAS 133.  The Group does not intend to modify its
practice  under  UK  GAAP.  See  Note  43 -  US  generally  accepted  accounting
principles.




                                       F - 42

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

Further information on accounting policies

     The following  information is presented in  amplification of the accounting
policies presented in Note 1 -- Accounting policies.

Reporting in the income statement

     Gains and  losses  on oil price  contracts  held for  trading  and for risk
management  purposes and natural gas price  contracts held for trading  purposes
are reported in cost of sales in the income statement in the period in which the
change in value occurs.  Gains and losses on interest  rate or foreign  currency
derivatives  used for  trading are  reported in other  income and cost of sales,
respectively. Gains and losses in respect of derivatives used to manage interest
rate exposures are recognized as adjustments to interest expense.

     Where  derivatives  are used to convert  non-US  dollar  borrowing  into US
dollars,  the gains and losses are  deferred and  recognized  on maturity of the
underlying  debt,  together with the matching loss or gain on the debt.  The two
amounts offset each other in the income statement.

     Gains and losses on derivatives  identified as hedges of significant non-US
dollar firm commitments or anticipated transactions are not recognized until the
hedged  transaction  occurs.  The  treatment  of the gain or loss arising on the
designated derivative reflects the nature and accounting treatment of the hedged
item.  The gain or loss is recorded in cost of sales in the income  statement or
as an adjustment to carrying values in the balance sheet, as appropriate.

     Gains and losses arising from natural gas price  derivatives are recognized
in earnings when the hedged transaction occurs. The gains or losses are reported
as components of the related transactions.

Reporting in the balance sheet

     The carrying amounts of foreign exchange  contracts that hedge finance debt
are included within finance debt in the balance sheet.  The carrying  amounts of
other derivatives,  including option premiums paid or received,  are included in
the  balance  sheet under  receivables  or payables  within  current  assets and
current liabilities respectively, as appropriate.

Cash flow effects

     Interest rate swaps give rise, at specified  intervals,  to cash settlement
of interest  differentials.  Under currency swaps the  counterparties  initially
exchange a  principal  amount in two  currencies,  agreeing to  re-exchange  the
currencies  at a future date at the same  exchange  rate.  The Group's  currency
swaps have terms of up to eight years.

     Interest  rate  futures   require  an  initial  margin  payment  and  daily
settlement of margin calls.  Interest  rate forwards  require  settlement of the
interest rate differential on a specified future date. Currency forwards require
purchase or sale of an agreed amount of foreign currency at a specified exchange
rate at a specified  future date,  generally  over periods of up to one year for
the Group.  Currency options involve the initial payment or receipt of a premium
and will give rise to  delivery  of an agreed  amount of currency at a specified
future date if the option is exercised.



                                       F - 43

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

     For oil and natural  gas price  futures  and  options  traded on  regulated
exchanges,  BP meets initial margin  requirements  by bank  guarantees and daily
margin calls in cash. For swaps and  over-the-counter  options,  BP settles with
the counterparty on conclusion of the pricing period.

     In the statement of cash flows the effect of interest rate  derivatives  is
reflected in interest paid. The effect of foreign currency  derivatives used for
hedging non-US dollar debt is included under financing. The cash flow effects of
foreign  currency  derivatives  used to hedge non-US dollar firm commitments and
anticipated  transactions  are  included  in  net  cash  inflow  from  operating
activities  for  items  relating  to  earnings  or  in  capital  expenditure  or
acquisitions,  as  appropriate,  for  items of a capital  nature.  The cash flow
effects of all oil and natural gas price derivatives and all traded  derivatives
are included in net cash inflow from operating activities.

Fair value of financial instruments

      The carrying amounts and fair values of finance debt are as follows:



                                                             December 31,
                                            ---------------------------------------------
                                                      2001                   2000
                                            ---------------------   ---------------------
                                             Carrying        Fair    Carrying        Fair
                                               amount       value      amount       value
                                                asset       asset       asset       asset
                                           (liability) (liability) (liability) (liability)
                                            ---------   ---------   ---------   ---------
                                                              ($ million)
                                                                      
Finance debt
  Long-term...............................    (14,360)    (14,875)    (15,299)    (15,573)
  Short-term..............................     (5,185)     (5,185)     (3,706)     (3,706)
Cash at bank and in hand..................      1,358       1,358       1,170       1,170


     The carrying amounts of foreign exchange  contracts that hedge finance debt
are included within finance debt in the balance sheet.  The carrying  amounts of
other  derivatives  are  included in the  balance  sheet  under  receivables  or
payables as appropriate.

     In addition to the above financial instruments,  the Group has issued third
party  guarantees  and  indemnities  amounting to $275 million  ($454 million at
December  31,  2000).  The credit risk and  maximum  cash  requirement  of these
guarantees and indemnities is the full contractual  amount,  however no material
loss is expected to arise.



                                       F - 44

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

     The table  shows the 'fair  value'  of the asset or  liability  created  by
derivatives.  This represents the market value at the balance sheet date. Credit
exposure at December 31 is represented by the column 'fair value asset'.

     The table also shows the 'net  carrying  amount' of the asset or  liability
created by  derivatives.  This amount  represents the net book value.  While the
gross  contract or notional  amounts give an indication of the scale of business
transacted,  they do not represent the Group's  aggregate  exposure to market or
credit risk.



                                                  Gross                            Net carrying
                                               contract   Fair value  Fair value   amount asset
                                                 amount        asset   liability     (liability)
                                              ---------   ----------  ----------   ------------
                                                               ($ million)
                                                                              
At December 31, 2001
Risk management
  Interest rate contracts........                 4,673           18        (157)            --
  Foreign exchange contracts.....                 9,628           80        (331)          (264)
  Oil price contracts............                   230            3          (3)            --
  Natural gas price contracts....                 4,619           91        (350)          (259)
Trading
  Interest rate contracts........                   791           --          --             --
  Foreign exchange contracts.....                 2,283           14         (17)            (3)
  Oil price contracts............                33,076          248        (222)            26
  Natural gas price contracts....                48,774          799        (787)            12
At December 31, 2000
Risk management
  Interest rate contracts........                 5,435           54        (103)            --
  Foreign exchange contracts.....                 8,132          114        (452)          (369)
  Oil price contracts............                   434           19         (15)             4
  Natural gas price contracts....                 2,614          147        (116)            12
Trading
  Interest rate contracts........                    --           --          --             --
  Foreign exchange contracts.....                 2,434           10         (10)            --
  Oil price contracts............                 6,316          159        (123)            36
  Natural gas price contracts....                36,206        1,288      (1,264)            24


     Interest rate contracts  include  futures  contracts,  swap  agreements and
options. Foreign exchange contracts include forward and futures contracts,  swap
agreements  and  options.  Oil and natural gas price  contracts  are those which
require  settlement in cash and include futures  contracts,  swap agreements and
options.




                                       F - 45


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 28 -- Derivative financial instruments (continued)

Interest rate risk management

     The Group  enters  into  interest  rate  contracts  to  manage  its cost of
borrowing as indicated in the following table:



                                    December 31, 2001              December 31, 2000
                             -----------------------------  -----------------------------
                                Gross       Fair      Fair     Gross       Fair     Fair
                             contract      value     value  contract      value     value
                               amount      asset liability    amount      asset liability
                             --------    ------- ---------   -------    ------- ---------
                                                      ($ million)
                                                                   
Swaps .......................   3,913         18      (157)    5,435         54      (103)
Futures......................     760         --        --        --         --        --
                              -------    -------   -------   -------    -------   -------
                                4,673         18      (157)    5,435         54      (103)
                              =======    =======   =======   =======    =======   =======


     Interest rate swaps allow BP to modify the interest  characteristics of its
long-term  borrowings from a fixed to a floating rate basis or vice versa. Under
interest  rate  swaps,  the Group  agrees  with other  parties to  exchange,  at
specified intervals,  the interest  differentials  calculated by reference to an
agreed  notional  principal  amount.  There  is no  exchange  of the  underlying
principal amount.

     Interest  rate futures  contracts  are used by the Group,  on occasion,  in
preference  to interest  rate swaps to achieve a more cost  effective  method of
managing  the mix between  fixed and floating  rate debt.  These  contracts  are
commitments to either  purchase or sell  designated  financial  instruments at a
future  date  for a  specified  price,  and may be  settled  in cash or  through
delivery.  The Group may hold highly liquid contracts,  such as US Treasury bond
futures and  Eurodollar  futures,  with terms  ranging up to two years.  Initial
margin  requirements and daily calls are met either by the deposit of securities
or in cash. Futures contracts have little credit risk as regulated exchanges are
the counterparties.

     The  following  table  indicates  the types of  instruments  used and their
weighted average interest rates.  Average variable rates are based on the actual
rates in place at December 31; these may change significantly,  affecting future
cash flows. Swap contracts mainly have maturities between one and ten years.



                                                                      December 31,
                                                            -----------------------------
                                                                 2001                2000
                                                            ---------           ---------
                                                           ($ million, except percentages)

                                                                              
Receive -- fixed swaps -- notional amount..........               999               2,310
Average receive fixed rate.........................               5.6%                6.4%
Average pay floating rate..........................               2.3%                6.7%
Pay -- fixed swaps -- notional amount..............             2,914               3,125
Average pay fixed rate.............................               6.6%                6.7%
Average receive floating rate......................               2.3%                6.7%
Futures contracts -- notional amount...............               760                  --
Average pay fixed rate.............................               2.7%                 --


     Interest rate forward contracts,  which include forward rate agreements and
options  on  forward  rate  agreements,  may also be used by the Group to manage
interest  rate risk on debt.  These  contracts  are  agreements  which allow the
interest  rate cost on a  principal  amount to be fixed for a  specified  period
commencing on a future date.



                                       F - 46

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

     Swaptions  may also be employed  to manage  interest  rate risk on debt.  A
swaption is an agreement that conveys the right, but not the obligation, to swap
a series of fixed rate interest payments for floating rate interest payments, or
vice versa,  at a given future point in time.  Typically the  swaptions  entered
into by the Group are cash settled at expiry.

Foreign exchange risk management

      The Group enters into various types of foreign exchange contracts in
managing its foreign exchange risk as indicated in the following table:



                                   December 31, 2001              December 31, 2000
                           ------------------------------- ------------------------------
                                Gross       Fair      Fair     Gross       Fair     Fair
                             contract      value     value  contract      value     value
                               amount      asset liability    amount      asset liability
                            ---------  --------- --------- ---------  --------- ---------
                                                      ($ million)

                                                                   
Currency swaps...............   1,789         12      (247)    2,441         15      (303)
Forwards.....................   7,839         68       (84)    5,691         99      (149)
Options......................      --         --        --        --         --        --
                            ---------  --------- --------- ---------  --------- ---------
                                9,628         80      (331)    8,132        114      (452)
                            =========  ========= ========= =========  ========= =========


     The Group's  foreign  exchange  management  policy is to minimize  economic
exposures  from currency  movements  against the US dollar.  This is achieved by
raising finance in US dollars, hedging with respect to the US dollar or swapping
into US dollars  and hedging  significant  non-dollar  cash  flows.  Examples of
significant  non-dollar  cash flows are  sterling-based  capital lease payments,
sterling tax payments,  sterling dividend  payments and capital  expenditure and
operational requirements of Exploration in the UK.

     Under  currency  swaps the  counterparties  initially  exchange a principal
amount in two  currencies,  agreeing to  re-exchange  the currencies at a future
date and at the same  exchange  rate.  In  addition,  interest  payments  in the
respective  currencies are exchanged at specified intervals over the term of the
agreement. The Group's currency swaps have terms up to eight years. The majority
of the Group's  currency  swaps  relate to major  currencies  such as  Sterling,
Euros, Swiss Francs, Canadian Dollars and Japanese Yen.

     Currency  forward  contracts are  commitments to purchase or sell an agreed
amount of foreign  currency at a specified  exchange rate at a specified  future
date.

     Currency options may be used from time to time. They are normally  directly
negotiated and allow, but do not require,  the holder to buy from or sell to the
writer an agreed amount of currency at a specified exchange rate within a stated
period,  and involve the  initial  payment or receipt of a premium.  The Group's
option  contracts  have an  average  term of less than one year.  There  were no
option contracts outstanding at December 31, 2001 and 2000.

     Currency options may include cylinder option  contracts.  A cylinder is the
purchase of an option to buy foreign currency and the simultaneous selling of an
option to sell the same amount of foreign currency to BP at a different exchange
rate. The effect is to limit the risk of both gain and loss. This is achieved at
little or no cost as the symmetry of the options means that the premium paid for
one option is balanced by the premium received from the sale of the other.




                                       F - 47

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (continued)

Oil and natural gas price risk management

     The Group enters into various types of oil and natural gas price  contracts
to manage its exposure to some movements in  hydrocarbon  prices as indicated in
the following table. Contracts which are capable of being settled by delivery of
oil, oil products or natural gas are excluded.



                                   December 31, 2001              December 31, 2000
                            -------------------------------  -------------------------------
                                Gross       Fair       Fair     Gross       Fair       Fair
                             contract      value      value  contract      value      value
                               amount      asset  liability    amount      asset  liability
                            ---------  ---------  --------- ---------  --------- ----------
                                                      ($ million)
                                                                       
Oil
  Swaps.................          123          2         (3)      239         13        (13)
  Options...............            4          1         --         6          1         (1)
  Futures...............          103         --         --       189          5         (1)
                            ---------  ---------  --------- ---------  ---------  ---------
                                  230          3         (3)      434         19        (15)
                            =========  =========  ========= =========  =========  =========
Natural gas
  Swaps.................        3,494         85       (339)    2,511        133       (114)
  Options...............        1,090          6        (11)        7         10         (2)
  Futures...............           35         --         --        96          4         --
                            ---------  ---------  --------- ---------  ---------  ---------
                                4,619         91       (350)    2,614        147       (116)
                            =========  =========  ========= =========  =========  =========


     The Group uses swaps,  options and futures to hedge  future  purchases  and
sales  of  crude  oil and  refined  oil  products.  The  term  of the oil  price
derivatives  is  usually  less than one year.  Natural  gas swaps,  options  and
futures are used to convert  specific  sales and purchase  contracts  from fixed
prices  to  market  prices.  Swaps  are also  used to hedge  exposure  for price
differentials between locations.  The term of most natural gas price derivatives
is less than one year, with some having terms of two years.

     Under swaps,  BP agrees with other parties to pay or receive the difference
between a fixed and variable price at a range of specified  dates  determined by
reference to an agreed notional volume.

     The  option  and  futures  contracts  are  traded on  regulated  exchanges.
Exchange-traded options allow, but do not require, the holder to either buy from
or sell to the writer an agreed amount of futures contracts at a specified price
at a specified future date.  Futures are fixed price  commitments to purchase or
sell a  contract,  whose  value is derived  from the price of oil at a specified
future date.  Initial margin  requirements  and daily cash  settlements for both
these types of contracts are met either by bank guarantees or in cash.  There is
little  credit  risk  under  these  contracts  as  regulated  exchanges  are the
counterparties.

      Trading activities

     The Group maintains  active trading  positions in a variety of derivatives.
This activity is undertaken in  conjunction  with risk  management.  Derivatives
held for trading  purposes are marked to market and any gain or loss  recognized
in the  income  statement.  For traded  derivatives,  many  positions  have been
neutralized,  with  trading  initiatives  being  concluded  by  taking  opposite
positions to fix a gain or loss, thereby achieving a zero net market risk.




                                       F - 48

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 28 -- Derivative financial instruments (concluded)

      The following table discloses the contract or notional amount and fair
value of the derivatives held for trading purposes at December 31, 2001 and 2000
and the average fair value for the year.



                               Year ended December 31, 2001     Year ended December 31, 2000
                             -------------------------------  ---------------------------------
                                              Net    Average                   Net     Average
                                Gross  fair value fair value     Gross  fair value  fair value
                             contract       asset      asset  contract       asset       asset
                               amount (liability) (liability)   amount  (liability) (liability)
                            ---------  ---------   ---------  --------  ----------- -----------
                                                       ($ million)
                                                                         
Interest rate contracts
  Futures.....................    791         --         --        --           --          --
  Options.....................     --         --         --        --           --          --
  Swaptions...................     --         --         --        --           --          --
                            ---------  ---------  --------- ---------    ---------   ---------
                                  791         --         --        --           --          --
                            =========  =========  ========= =========    =========   =========
Foreign exchange contracts
  Forwards....................  2,037         (3)        (4)    2,388           (1)         (3)
  Options.....................    246         --         --        46            1          --
                            ---------  ---------  --------- ---------    ---------   ---------
                                2,283         (3)        (4)    2,434           --          (3)
                            =========  =========  ========= =========    =========   =========
Oil price contracts
  Swaps.......................  5,560         20         27     3,549           35           1
  Futures.....................    911         --         --     1,985           --          --
  Options..................... 26,605          6          7       782            1           3
                            ---------  ---------  --------- ---------    ---------   ---------
                               33,076         26         34     6,316           36           4
                            =========  =========  ========= =========    =========   =========
Natural gas price contracts
  Swaps....................... 15,454        (15)        23    36,129           40          19
  Futures.....................    150         --         --        --          (12)         (4)
  Options..................... 33,170         27         26        77           (4)         --
                            ---------  ---------  --------- ---------    ---------   ---------
                               48,774         12         49    36,206           24          15
                            =========  =========  ========= =========    =========   =========


Concentrations of credit risk

     The primary activities of the Group are oil and natural gas exploration and
production,  gas and power marketing and trading, oil refining and marketing and
the manufacture  and marketing of chemicals.  The Group's  principal  customers,
suppliers and financial institutions with which it conducts business are located
throughout  the world.  The credit  ratings of interest  rate and currency  swap
counterparties  are all of at least  investment  grade.  The  credit  quality is
actively managed over the life of the swap.




                                       F - 49

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 29 -- Capital and reserves


                                                      Paid
                                           Share        in    Merger      Other   Retained
                                         capital   surplus   reserve   reserves   earnings    Total
                                        --------  --------  --------  ---------  ---------    -----
                                                            ($ million)
                                                                           
At January 1, 2001....................     5,653     3,770    26,869       456      36,668   73,416
Exchange adjustment...................        --        --        --        --        (908)    (908)
Employee share schemes................         8       118        --        --          --      126
ARCO..................................         7        51       114      (117)         --       55
Redemption of ARCO preference shares..        --        --        --      (116)         --     (116)
Share buyback.........................       (39)       39        --        --      (1,281)  (1,281)
Qualifying Employee Share
  Ownership Trust (QUEST).............        --        36        --        --         (36)      --
Profit for the year...................        --        --        --        --       8,010    8,010
Dividends.............................        --        --        --        --      (4,935)  (4,935)
                                           --------------------------------------------------------
At December 31, 2001..................     5,629     4,014    26,983       223      37,518   74,367
                                           ========================================================


     The  movements  in the Group's  share  capital  during the year are set out
above.  All movements are  quantified in terms of the number of BP shares issued
or repurchased.

     Employee share schemes.  During the year  33,460,856  ordinary  shares were
issued under the BP, Amoco and Burmah Castrol employee share schemes.

     ARCO.  10,728,978  ordinary  shares  were  issued  in  connection  with the
conversion of ARCO preference  shares and a further  13,069,008  ordinary shares
were issued in respect of ARCO employee share option schemes.

     Redemption of ARCO preference shares. A cash tender offer was made in March
2001 for the outstanding ARCO preference shares.

     Share buyback. The Company purchased for cancellation  153,928,949 ordinary
shares for a total consideration of $1,281 million.

Note 30 -- Retained earnings

     Retained earnings of $37,518 million ($36,668 million at December 31, 2000)
include the following amounts, the distribution of which is limited by statutory
or other restrictions:



                                                                             December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                              
Parent company.......................................................     15,547   17,547
Subsidiary undertakings..............................................      8,994    9,120
Joint ventures and associated undertakings...........................      1,345    1,042
                                                                          ------   ------
                                                                          25,886   27,709
                                                                          ======   ======


     Cumulative  net exchange  losses of $4,790 million are included in retained
earnings ($3,882 million losses at December 31, 2000).

     There were no unrealized currency  translation  differences for the year on
long-term  borrowings used to finance equity  investments in foreign  currencies
(2000 nil and 1999 nil).



                                       F - 50

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 31 -- Analysis of consolidated statement of cash flows

(i)  Reconciliation  of historical  cost profit  before  interest and tax to net
     cash inflow from operating activities



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                           
Historical cost profit before interest and tax...........        14,770   18,704    8,342
Depreciation and amounts provided........................         8,750    7,449    4,965
Exploration expenditure written off......................           238      264      304
Share of profits of joint ventures
  and associated undertakings............................        (1,194)  (1,853)  (1,704)
Interest and other income................................          (478)    (360)    (217)
(Profit) loss on sale of fixed assets and businesses
or termination of operations.............................          (537)    (196)     379
Charge for provisions....................................         1,008      702      847
Utilization of provisions................................        (1,119)    (969)    (597)
Decrease (increase) in inventories.......................         1,490   (1,449)  (1,562)
Decrease (increase) in debtors...........................         1,989   (5,587)  (4,013)
(Decrease) increase in payables..........................        (2,508)   3,711    3,546
                                                                 ------   ------   ------
Net cash inflow from operating activities................        22,409   20,416   10,290
                                                                 ======   ======   ======


(ii) Exceptional items

     The cash outflow in 2000 in respect of the  restructuring  costs charged in
1999 was $446 million (1999 $976 million).  The cash outflow in 1999 relating to
the merger expenses charged in 1998 was $166 million. Both amounts were included
in the net cash inflow from operating activities.

(iii) Financing



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                           
Long-term borrowing..................................            (1,296)  (1,680)  (2,140)
Repayments of long-term borrowing....................             2,602    2,353    2,268
Short-term borrowing.................................            (6,257)  (4,120)  (3,136)
Repayments of short-term borrowing...................             4,823    4,821    2,299
                                                                  -----   ------   ------
                                                                   (128)   1,374     (709)
Issue of ordinary share capital......................              (181)    (257)    (245)
Share buyback........................................             1,281    2,001       --
Stamp duty reserve tax...............................                --      295       --
                                                                  -----   ------   ------
Net cash outflow (inflow) ...........................               972    3,413     (954)
                                                                  =====   ======   ======


(iv) Management of liquid resources

     Liquid resources  comprise current asset  investments which are principally
commercial  paper  issued  by  other  companies.  The net cash  inflow  from the
management of liquid  resources was $211 million (2000 $452 million  outflow and
1999 $93 million inflow).




                                       F - 51

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 31 -- Analysis of consolidated statement of cash flows (concluded)

(v)  Commercial paper

     Net movements in commercial paper are included within short-term borrowings
or repayment of short-term borrowings as appropriate.

(vi) Movement in net debt



                                                               Years ended December 31,
                         ------------------------------------------------------------------------------------------
                                         2001                                            2000
                         --------------------------------------------   --------------------------------------------
                                                   Current                                         Current
                         Finance                     asset        Net    Finance                     asset        Net
                            debt       Cash    investments       debt       debt      Cash     investments       debt
                         -------    -------    -----------    -------    -------   -------     -----------    -------
                                                                ($ million)
                                                                                       
At January 1..........   (21,190)     1,170            661    (19,359)   (14,544)    1,331             220    (12,993)
Exchange adjustments..        (8)       (53)            --        (61)        96       (39)            (11)        46
Acquisitions..........       (55)        --             --        (55)    (8,072)       --              --     (8,072)
Net cash flow.........      (128)       241           (211)       (98)     1,374      (122)            452      1,704
Other movements.......       (36)        --             --        (36)       (44)       --              --        (44)
                          ------     ------         ------     ------     ------    ------         -------    -------
At December 31........   (21,417)     1,358            450    (19,609)   (21,190)    1,170             661    (19,359)
                          ======     ======         ======     ======     ======    ======         =======    =======


Note 32 -- Operating lease commitments

      Annual commitments under operating leases were as follows:



                                                            December 31,
                                           -----------------------------------------------
                                                     2001                    2000
                                           ----------------------   ----------------------

                                             Land and                Land and
                                            buildings       Other   buildings       Other
                                            ---------   ---------   ---------   ---------
                                                           ($ million)
                                                                     
Expiring within: 1 year..................          28         313          41         181
                 2 to 5 years............         115         306          54         330
                 Thereafter..............         184         113         235         220
                                            ---------   ---------   ---------   ---------
                                                  327         732         330         731
                                            =========   =========   =========   =========


     The minimum future lease payments  (after  deducting  related rental income
from  operating  sub-leases of $580 million) were as follows:



                                                                             December 31,
                                                                                     2001
                                                                             ------------
                                                                               ($ million)

                                                                                 
2002  ...............................................................                 958
2003  ...............................................................                 729
2004  ...............................................................                 573
2005  ...............................................................                 515
2006  ...............................................................                 465
Thereafter...........................................................               2,626
                                                                                ---------
                                                                                    5,866
                                                                                =========




                                       F - 52

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 33 -- Employee share schemes

     BP offers most of its employees the  opportunity  to acquire a shareholding
in the company  through  savings-related  and matching share plan  arrangements.
Such arrangements are now in place in over 60 countries.  BP also uses long-term
performance plans (see Note 34) and the granting of share options as elements of
remuneration for executive directors and senior employees.

     During 2001 share options were granted to the executive directors under the
Executive  Directors'  Long Term  Incentive  Plan  (EDLTIP) and to certain other
categories of employees. For these options the option price was the market price
on the grant date.  The options  granted to  executive  directors  reflect  BP's
performance  in terms of total  shareholder  return (TSR),  that is, share price
increase with all dividends reinvested, relative to the FTSE global 100 group of
companies over the three years preceding the grant.  The options are exercisable
between the third and the tenth anniversary of the date of grant.

     Share  options  were also granted in 2001 under the BP Share Option Plan to
certain  categories of employees.  Subject to certain vesting  requirements  the
options are exercisable between the third and tenth anniversaries of the date of
grant.  There are no  performance  conditions  attaching to the options  granted
during the year.

     Under  the BP  ShareSave  Plan  (a  savings-related  share  option  scheme)
employees save monthly over a three- or five-year period towards the purchase of
shares at a price fixed when the option is granted.  The option price is usually
set at a 20% discount to the market price at the time of grant.  The option must
be exercised within six months of maturity of the savings contract; otherwise it
lapses. The plan is run in the UK and a small number of other countries.

     For the BP ShareMatch  Plan, BP matches  employees'  own  contributions  of
shares,  up to a  predetermined  limit.  The shares are then held in trust for a
defined  minimum  period.  The  plan  is run in the  UK  and in  over  40  other
countries.

     The Company  sponsors a number of savings plans covering most US employees.
Under these plans, employees may contribute up to 18% of their salary subject to
certain regulatory limits.  Typically the employee receives a  dollar-for-dollar
company  matched  contribution  for the first 7% of eligible pay  contributed to
most of these plans on a before-tax  or after-tax  basis,  or a  combination  of
both. The precise arrangement depends on the individual's  employment  contract.
Company  contributions are initially invested in BP ADS funds, but employees may
transfer those amounts and may invest their own  contributions  in more than 200
investment  options.  The  Company's  contributions  vest  over a period of five
years. Company  contributions to savings plans during the year were $125 million
($101 million).

     An employee Share  Ownership Plan (ESOP) was established in 1997 to acquire
BP shares to satisfy future  requirements of certain  employee share plans.  The
Company provides funding to the ESOP. The assets and liabilities of the ESOP are
recognized as assets and  liabilities  of the Company  within the accounts.  The
ESOP has waived its rights to dividends.

     During 2001 the ESOP released  11,508,754  shares (2000,  9,412,931 shares)
for the matching  share plans.  The cost of shares  released for these plans has
been charged in these  accounts.  At December 31, 2001 the ESOP held  34,005,910
shares (2000, 45,514,664 shares).





                                       F - 53

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 33 -- Employee share schemes (continued)

     BP has  established a Qualifying  Employee Share Ownership Trust (QUEST) to
support the UK ShareSave  plan.  During the year,  contributions  of $36 million
($76  million)  were made by the  Company  to the  QUEST  which,  together  with
option-holder  contributions,  were  used  by the  QUEST  to  subscribe  for new
ordinary  shares at market price.  The Company has  transferred the cost of this
contribution  directly  to retained  profits and the excess of the  subscription
price over nominal value has increased the share premium account.

     At December 31, 2001, all the 8,148,640 ordinary shares issued to the QUEST
had been  transferred  to employees  exercising  options  under the UK ShareSave
plan.



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                     (options thousands)
                                                                         
Employee share options granted during the year:
  Savings related schemes............................             7,901    7,930    8,828
  BP Share Option Plan...............................            58,208   50,461   41,054
                                                                 ------   ------   ------
                                                                 66,109   58,391   49,882
                                                                 ======   ======   ======


     The  exercise   prices  for  BP  options   granted  during  the  year  were
(pound)5.11/$7.36  (7,900,810  options) for  savings-related and similar schemes
and  (pound)5.72/$8.23  (weighted average price) for 58,207,741  options granted
under the share option plan.



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                     (shares thousands)
                                                                         
Shares issued in respect of options exercised during the year:
  Savings related schemes......................................   8,842   13,709   12,176
  BP, Amoco and Burmah Castrol executive share option plans....  24,619   23,280   51,472
                                                                 ------   ------   ------
                                                                 33,461   36,989   63,648
                                                                 ======   ======   ======


     In 2001  11,508,754  shares  (2000,  9,412,931  shares and 1999,  8,779,000
shares) were released from the ESOP for matching share plans. In 2000, 1,123,000
shares and 1999, 2,514,000 shares were issued to the ESOP.





                                       F - 54

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 33 -- Employee share schemes (continued)



                                                                   2001           2000           1999
                                                                 ------         ------         ------
                                                                          (shares thousands)
                                                                                     
Options outstanding at December 31:
  BP options ............................................       370,550        342,509        323,161
  Exercise period........................................     2002-2011      2001-2010      2000-2009
  Price (pound)..........................................     1.29-6.40      1.29-6.40      1.29-6.23
  Price (dollar).........................................     2.77-9.97      2.77-9.97      2.77-9.97


     Share option  transactions  under  employee share schemes are summarized as
follows:



                                                           Years ended December 31,
                                ----------------------------------------------------------------------
                                         2001                     2000                    1999
                                --------------------     ---------------------     -------------------
                                            Weighted                  Weighted                Weighted
                                             average                   average                 average
                                 Number of  exercise      Number of   exercise     Number of  exercise
                                    shares     price         shares      price        shares     price
                                 ---------  --------      ---------   --------     ---------  --------
                                                  ($)                       ($)                     ($)
                                                                                


Outstanding at January 1....   342,509,046      5.61    323,161,387       4.95   346,897,822      4.34
Burmah Castrol..............            --        --      3,293,317       5.02            --        --
Reinstated..................         7,152      7.84          3,729       2.94        37,480      5.24
Granted.....................    66,108,551      8.13     58,390,883       8.17    49,882,128      7.88
Exercised...................   (33,592,964)     3.97    (37,029,467)      3.76   (63,711,433)     3.85
Stock appreciation rights
  exercised.................            --        --             --         --      (542,772)     3.30
Cancelled...................    (4,481,516)     7.37     (5,310,803)      6.72    (9,401,838)     5.54
                            --------------           --------------           --------------
Outstanding at December 31..   370,550,269      6.18    342,509,046       5.61   323,161,387      4.95
                            ==============           ==============           ==============
Exercisable at December 31..   241,268,277              229,987,199              206,116,577
                            ==============           ==============           ==============
Available for grant at
  December 31..............  1,185,523,186            1,234,983,212            1,087,626,398
                            ==============           ==============           ==============


     Options  outstanding at December 31, 2001 will be exercisable  between 2002
and 2011.




                                       F - 55


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 33 -- Employee share schemes (concluded)

     For the share options  outstanding and exercisable at December 31, 2001 the
exercise price ranges and average remaining lives were:



                                      Options outstanding            Options exercisable
                                 ------------------------------      --------------------
                                             Weighted  Weighted                  Weighted
                                              average   average                   average
                                  Number of remaining  exercise       Number of  exercise
                                     shares      life     price          shares     price
                                 ---------- ---------  --------       ---------  --------
                                               (years)       ($)                       ($)
                                                                    
Range of exercise prices
$2.27 - $4.46.................   77,538,865      2.11      3.55      77,126,053      3.54
$4.51 - $5.49.................   82,106,458      5.01      5.10      72,961,042      5.15
$5.54 - $7.98.................  114,558,374      5.69      6.93      71,427,330      6.67
$8.02 - $9.97.................   96,346,572      8.76      8.33      19,753,852      8.29
                                 ---------- ---------  --------     -----------  --------
                                370,550,269      5.59      6.18     241,268,277      5.34
                                 ========== =========  ========     ===========  ========


     As  allowed  by SFAS 123  `Accounting  for  Stock-Based  Compensation'  the
Company has elected to continue to follow  Accounting  Principles  Board Opinion
No. 25,  'Accounting  for Stock Issued to  Employees'.  In accordance  with this
accounting statement the Company does not recognize  compensation expense on the
grant of the options.  Had  compensation  expense been determined based upon the
fair value of the stock options at grant date consistent with the method of SFAS
123, the  Company's  profit for the year and profit per ordinary  share for 2001
would have been reduced by $126 million (2000 $122 million and 1999 $65 million)
and 1 cent (2000 1 cent and 1999 1 cent), respectively.

     The  weighted  average fair value of BP share  options  granted in 2001 was
$2.05  (2000  $2.33 and 1999  $2.27).  The fair value of each  option  grant was
estimated on the date of grant using a  Black-Scholes  option pricing model with
the  following  assumptions  for 2001,  2000 and 1999,  respectively;  risk-free
interest rates of 5.0%,  6.0% and 6.5%;  dividend yield of 3%; expected lives of
one, two, three or five years as appropriate and volatility of 26%, 33% and 32%.




                                       F - 56

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 34 -- Long Term Performance Plan

     During 2001 the Company  operated  two  long-term  performance  plans:  the
Executive  Directors' Long Term Incentive Plan (EDLTIP) for executive  directors
and the Long Term Performance Plan (LTPP) for senior  executives.  Prior to 2000
the executive  directors also participated in the LTPP. Both plans are incentive
schemes  under which the Company may award  shares to  participants  or fund the
purchase of shares for  participants  if long-term  targets are met. Awards were
made in 2001 in respect of the 1998-2000 LTPP.

     The cost of  potential  future  awards  for both  the  EDLTIP  and LTPP are
accrued over the three-year performance periods of each plan. The amount charged
in 2001 was $80  million  (2000  $119  million).  The value of awards  under the
1998-2000 LTPP made in 2001 was $61 million (1997-99 LTPP $78 million).

     Employee Share Ownership Plans (ESOPs) have been  established to acquire BP
shares to satisfy any awards made to participants  under the EDLTIP and LTPP and
then to hold them for the participants  during the retention period of the plan.
In order to hedge the cost of potential  future  awards the ESOPs may, from time
to time over the performance period of the plans, purchase BP shares in the open
market. The Company provides funding to the ESOPs. The assets and liabilities of
the ESOPs are  recognized as assets and  liabilities of the Company within these
accounts.  The ESOPs have waived  their  rights to  dividends on shares held for
future awards.

     At  December  31, 2001 the ESOPs held  7,673,056  shares  (2000,  9,506,839
shares) for potential future awards.

Note 35 -- Directors' remuneration


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                        ($ million)
                                                                           
Total for all directors
Emoluments.....................................................      17       14       13
Ex gratia payment..............................................      --        1        6
Non-executive directors retiring in 2001.......................       1       --       --
Gains made on the exercise of share options....................      --        3        5
Amounts awarded under long-term incentive schemes..............      17       15        8
                                                                 ======   ======   ======
Highest paid director
Emoluments.....................................................       4        3        2
Gains made on the exercise of share options....................      --       --        5
Amount awarded under long-term incentive schemes...............       4        4       --
Accrued pension at December 31.................................       1        1        1
                                                                 ======   ======   ======


Emoluments

     These  amounts  comprise  fees  paid  to  the  non-executive  chairman  and
non-executive  directors,  and,  for  executive  directors,  salary and benefits
earned during the relevant financial year, plus bonuses awarded for the year.




                                       F - 57


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 35 -- Directors' remuneration (continued)

Pension contributions

     Five executive directors  participate in a non-contributory  pension scheme
established  for UK staff by a separate  trust fund to which  contributions  are
made by BP  based on  actuarial  advice.  There  were no  contributions  to this
pension scheme in 2001, 2000 and 1999. Two US executive  directors  participated
in the BP Retirement Accumulation Plan.

Non-executive directors retiring in 2001

     In accordance with Article 76 of the Company's Articles of Association, the
board  exercised  its  discretion,  following  the  retirement  of each of those
non-executive  directors  retiring  during 2001, to make an ex gratia payment in
lieu of superannuation.  The payments made were as follows:  $86,400 to the Lord
Wright of Richmond,  who retired after serving on the board since 1991;  $21,600
to Richard  Ferris,  who retired  after  serving on the board of first Amoco and
then BP since 1981; and $17,280 to Ruth Block,  who retired after serving on the
board of first Amoco and then BP since 1986.  Richard Ferris and Ruth Block also
had accrued certain  entitlements  (which crystallized at the time of the merger
with Amoco  Corporation) in the Amoco  Restricted  Stock Plan for  Non-Executive
Directors ('the Plan'). The terms of the Plan provided that shares in respect of
service on the board of Amoco  Corporation were to be held in the Plan until the
non-executive director retired at the normal retirement age (70), or in the case
of earlier  retirement the board had a discretion to make an  appropriate  award
based upon length of service.  Those  directors who left the Plan at the time of
the merger had their  entitlements paid out. The operation of the Plan for those
who remained  fell to the  discretion  of the board of BP. Ruth Block retired at
age 70 and following her  retirement  the board  released her shares held in the
Plan in respect of her service at Amoco Corporation to the value of $283,512 (as
at the date of their  release).  Richard  Ferris retired at age 64 and the board
elected to waive restrictions on all those shares held in the Plan in respect of
his service at Amoco  Corporation  to the value of  $293,716  (as at the date of
their release).

Office facilities for former chairmen and deputy chairmen

     It is customary  for the Company to make  available to former  chairmen and
deputy  chairmen the use of office and basic  secretarial  facilities  following
their retirement. The cost involved in doing so is not significant.

Note 36 -- Loans to officers

     Miss J C Hanratty has a low  interest  loan of $43,000 made to her prior to
her appointment as Company Secretary on October 1, 1994.




                                       F - 58


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 37 -- Employee costs and numbers


                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                        ($ million)
                                                                           
Employee costs
Wages and salaries...................................             6,740    6,071    5,302
Social security costs................................               474      410      359
Pension costs........................................               427      187      (97)
                                                                 ------   ------   ------
                                                                  7,641    6,668    5,564
                                                                 ======   ======   ======




                                                                      At December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                          
Number of employees
Exploration and Production...........................            16,550   16,000   12,500
Gas and Power........................................             1,950    1,600    1,400
Refining and Marketing (a)...........................            64,600   67,100   44,650
Chemicals............................................            21,950   17,600   18,700
Other businesses and corporate.......................             5,100    4,900    3,150
                                                                -------  -------  -------
                                                                110,150  107,200   80,400
                                                                =======  =======  =======




                                                    Rest of             Rest of
                                               UK    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                                   
Average number of employees
Year ended December 31, 2001
Exploration and Production.............     3,550       750     5,700     6,200    16,200
Gas and Power..........................       550       100       600       550     1,800
Refining and Marketing ................    10,400    16,450    27,300    11,750    65,900
Chemicals..............................     3,600     5,750     7,550     3,300    20,200
Other businesses and corporate.........     1,400       500     2,250       900     5,050
                                         --------  --------  --------  --------  --------
                                           19,500    23,550    43,400    22,700   109,150
                                         ========  ========  ========  ========  ========
Year ended December 31, 2000
Exploration and Production.............     3,250       650     4,700     5,700    14,300
Gas and Power..........................       550        50       600       300     1,500
Refining and Marketing ................     9,600    13,700    25,800    10,700    59,800
Chemicals..............................     3,700     4,600     8,100     1,400    17,800
Other businesses and corporate.........     1,100       400     2,400       700     4,600
                                         --------  --------  --------  --------  --------
                                           18,200    19,400    41,600    18,800    98,000
                                         ========  ========  ========  ========  ========
Year ended December 31, 1999
Exploration and Production.............     3,500       850     5,100     5,500    14,950
Gas and Power..........................       450        50       600       300     1,400
Refining and Marketing (b).............     9,600    10,050    20,300     7,950    47,900
Chemicals..............................     4,100     4,900     9,850     2,000    20,850
Other businesses and corporate.........     1,150       350     1,000       500     3,000
                                         --------  --------  --------  --------  --------
                                           18,800    16,200    36,850    16,250    88,100
                                         ========  ========  ========  ========  ========

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

(a)  1999 includes 18,050 employees assigned to the BP/Mobil joint venture.

(b)  Includes 7,800  employees  assigned to the BP/Mobil joint venture in the UK
     and 9,650 employees in the Rest of Europe.




                                       F - 59


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 38 -- Pensions

     Most Group  companies have pension  plans,  the forms and benefits of which
vary with conditions and practices in the countries concerned.  Pension benefits
may be provided through defined  contribution  plans (money purchase schemes) or
defined benefit plans (final salary schemes).  For defined  contribution  plans,
retirement   benefits  are  determined  by  the  value  of  funds  arising  from
contributions  paid in respect of each  employee.  For  defined  benefit  plans,
retirement  benefits are based on the employees'  final  pensionable  salary and
length of service.  Defined benefit plans may be externally  funded or unfunded.
The assets of funded plans are generally held in separately administered trusts.
Contributions  to  funded  defined  benefit  plans  are  based  on  advice  from
independent  actuaries  using  actuarial  methods,  the objective of which is to
provide  adequate  funds  to meet  pension  obligations  as they  fall  due.  No
contributions  were made to the UK and US pension  funds during 2001.  It is not
expected that any contributions  will be made in 2002. For unfunded plans, where
assets are not held with the specific  purpose of matching  pension  obligations
the accrued  liability for pension benefits is included within other provisions.
The majority of the Group's  employees are members of defined  benefit  schemes.
The  principal  plans are reviewed  annually by the  independent  actuaries  and
subject to a formal  actuarial  valuation  every  three  years.  The date of the
latest  actuarial  valuation for the UK and US plans was January 1, 2001 and for
the unfunded plans in Europe was January 1, 2002.

     Pension costs for the principal plans have been derived using the projected
unit credit method and by  amortizing  surpluses and deficits on a straight line
basis  over  the  average  expected  remaining  service  lives  of  the  current
employees.  The main assumptions used in calculating the  credit/charge  for the
principal plans were as follows:



                                                    Years ended December 31,
                                      ----------------------------------------------
                                            2001              2000              1999
                                      ----------        ----------        ----------
                                                                      
UK plans:
Rate of return on assets............        6.5%              6.5%              6.0%
Discount rate.......................        6.5%              6.5%              6.0%
Future salary increases.............        5.0%              5.0%              4.5%
Future pension increases............        3.0%              3.0%              2.5%
Dividend growth.....................         n/a               n/a               n/a

Other European plans:
Rate of return on assets............         n/a               n/a               n/a
Discount rate.......................        6.2%              6.2%              6.4%
Future salary increases.............        3.2%              3.2%              3.4%
Future pension increases............        2.1%              2.1%              2.3%
Dividend growth.....................         n/a               n/a               n/a

US plans:
Rate of return on assets............       10.0%             10.0%             10.0%
Discount rate.......................        7.5%              7.5%              6.5%
Future salary increases.............        4.0%              4.0%              4.0%
Future pension increases............         nil               nil               nil
Dividend growth.....................         n/a               n/a               n/a


----------
n/a = not applicable



                                       F - 60

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 38 -- Pensions (continued)



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
Principal plans:
  Service cost -- benefits earned during year........               397      364      347
  Interest cost on projected benefit obligation......             1,309    1,211      999
  Expected return on plan assets.....................            (1,717)  (1,625)  (1,273)
  Amortization of transition asset...................               (66)     (72)     (83)
  Recognized net actuarial gain......................              (169)    (203)    (108)
  Recognized prior service cost......................                74       78       17
  Curtailment and settlement (gains) losses..........                36     (119)    (150)
  Special termination benefits.......................               175      233        3
                                                                 ------   ------   ------
                                                                     39     (133)    (248)
Other defined benefit plans..........................                73       38       30
Defined contribution schemes.........................               155      220      121
                                                                 ------   ------   ------
Total pension expense (income).......................               267      125      (97)
                                                                 ======   ======   ======


     At January 1, 2001, the date of the latest actuarial valuations, the market
value and  actuarial  value of assets in the  Group's  major  externally  funded
pension  plans in the UK and the USA was  $26,587  million  ($25,520  million at
January  1,  2000) and  $24,121  million  ($20,474  million  at January 1, 2000)
respectively.  The actuarial value of the assets of these plans represented 128%
(2000 130%) of the benefits  that had accrued to members of those  plans,  after
allowing for expected future increases in salaries.

     At December 31, 2001 the obligation for accrued  benefits in respect of the
major unfunded  schemes in Europe was $1,510 million ($1,438 million at December
31, 2000). Of this amount,  $1,317 million ($1,167 million at December 31, 2000)
has been provided in these accounts.

     The Group continues to account for pensions in accordance with Statement of
Standard  Accounting  Practice  No. 24  'Accounting  for Pension  Costs'.  A new
standard  (Financial  Reporting  Standard No. 17  'Retirement  Benefits')  which
changes the basis of accounting for pensions and other  postretirement  benefits
will be adopted by the Group for its reporting  for the year ended  December 31,
2003. This new standard  requires certain  additional  disclosures in accounting
periods prior to its  implementation.  The additional  disclosures  for the year
ended December 31, 2001 are set out below.



                                                                  -------------------------
                                                                             Other
                                                                     UK   European      USA
                                                                  -----   --------    -----
Major assumptions as at December 31, 2001
                                                                             (%)
                                                                               
Rate of increase in salaries................................          4.5      3.2      4.0
Rate of increase to pensions in payment.....................          2.5      2.0       --
Rate of increase to deferred pensions.......................          2.5      2.0       --
Discount rate for scheme liabilities........................          6.0      6.2     7.25
Inflation...................................................          2.5      2.0      3.0





                                       F - 61

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 38 -- Pensions (continued)

     The expected  long-term  rates of return and market values of the assets of
the significant defined benefit plans at December 31, 2001 were as follows:



                                                 UK       Other European                    USA
                             ----------------------  -------------------  ---------------------
                                 Expected             Expected             Expected
                                long-term            long-term            long-term
                                  rate of    Market    rate of    Market    rate of      Market
                                   return     value     return     value     return       value
                                --------- ---------  --------- ---------  ---------   ----------
                                    (%)   ($ million)      (%)  ($ million)    (%)     ($ million)
                                                                       
Market value of assets
  at December 31, 2001
Equities......................        7.5    12,228        n/a        --       11.0       4,537
Bonds.........................        5.5     2,449        n/a        --        7.0         942
Property......................        6.5     1,057        n/a        --        8.0          51
Cash..........................        4.5     1,146        n/a        --        4.0          95
                                            -------              -------                -------
                                             16,880                   --                  5,625
Present value of scheme liabilities          12,746                1,510                 (6,146)
                                            -------              -------                -------
Surplus (deficit) in the plans                4,134               (1,510)                  (521)
Deferred tax..................               (1,240)                 422                    193
                                            -------              -------                -------
                                              2,894               (1,088)                  (328)
                                            =======              =======                =======





                                       F - 62

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 38 -- Pensions (concluded)

     Further  information in respect of the Group's  principal  defined  benefit
pension plans required under FASB  Statement of Financial  Accounting  Standards
No. 132 --  'Employers'  Disclosures  about  Pensions  and Other  Postretirement
Benefits' is set out below.



                                                                          Other
                                                          UK           European                USA
                                            ----------------   ----------------   ----------------
                                              2001      2000     2001      2000     2001      2000
                                            ------    ------   ------    ------   ------    ------
                                                                  ($ million)
                                                                           
  Benefit obligation at January 1           13,213    11,077    1,438     1,513    5,546     3,827
  Service cost................                 255       225       12        10      130       129
  Interest cost...............                 811       746       89        86      409       380
  Plan amendments.............                  --       809       --        --       16        --
  Curtailments, settlements and
    special termination benefits                --        --       --        --      208       191
  Actuarial (gain) loss.......                (646)      626      (42)       44      536        40
  Acquisitions................                  --     1,241      189        --      101     2,308
  Plan participants' contributions              26        24       --        --       --        --
  Settlement payments.........                  --        --       --        --       (9)     (423)
  Benefit payments............                (546)     (563)    (101)      (94)    (791)     (906)
  Exchange adjustment.........                (367)     (972)     (75)     (121)      --        --
                                            ------    ------   ------    ------   ------    ------
  Benefit obligation at December 31         12,746    13,213    1,510     1,438    6,146     5,546
                                            ------    ------   ------    ------   ------    ------

  Fair value of plan assets at January 1    19,617    20,189       --        --    6,970     5,331
  Actual return on plan assets              (1,689)      216       --        --     (682)     (118)
  Acquisitions................                  --     1,344       --        --       91     2,817
  Plan participants' contributions              26        24       --        --       --        --
  Employer contributions......                  27        14       --        --       46       290
  Settlement payments.........                  --        --       --        --       (9)     (444)
  Benefit payments............                (546)     (563)      --        --     (791)     (906)
  Exchange adjustment.........                (555)   (1,607)      --        --       --        --
                                            ------    ------   ------    ------   ------    ------
  Fair value of plan assets
    at December 31............              16,880    19,617       --        --    5,625     6,970
                                            ------    ------   ------    ------   ------    ------
  Funded status...............               4,134     6,404   (1,510)   (1,438)    (521)    1,424
  Unrecognized transition (asset)
    obligation................                (154)     (237)      51        69       (1)       (5)
  Unrecognized net actuarial (gain) loss    (2,537)   (5,021)     141       200    1,777       133
  Unrecognized prior service cost              695       791        1         2       24        11
                                            ------    ------   ------    ------   ------    ------
  Net amount recognized.......               2,138     1,937   (1,317)   (1,167)   1,279     1,563
                                            ======    ======   ======    ======   ======    ======

  Prepaid benefit cost (accrued
    benefit liability)........               2,138     1,937   (1,454)   (1,391)    (147)    1,513
  Intangible asset............                  --        --       26        50       86         3
  Accumulated other
    comprehensive income......                  --        --      111       174    1,340        47
                                            ------    ------   ------    ------   ------    ------
                                             2,138     1,937   (1,317)   (1,167)   1,279     1,563
                                            ======    ======   ======    ======   ======    ======




                                       F - 63


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 39 -- Other postretirement benefits

     Certain Group  companies in the USA provide  postretirement  healthcare and
life  insurance  benefits  to  their  retired  employees  and  dependants.   The
entitlement  to these  benefits is usually  based on the  employee  remaining in
service until retirement age and completion of a minimum period of service.  The
plans  are  funded  to a  limited  extent  and the  accrued  net  liability  for
postretirement  benefits  is  included  within  other  provisions.  The  cost of
providing  postretirement benefits is assessed annually by independent actuaries
using  the  projected  unit  credit  method.  The date of the  latest  actuarial
valuation was January 1, 2001.

     The assumptions used in calculating the charge for postretirement  benefits
are consistent with those shown in Note 38 for US pension plans.

      The charge to income for postretirement benefits is as follows:



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
Service cost -- benefits earned during year..........                31       25       34
Interest cost on projected benefit obligation........               187      148      113
Expected return on plan assets.......................                (5)      (5)      (4)
Recognized net actuarial gain........................                (6)     (46)     (31)
Amortization of prior service cost recognized........               (15)     (20)      (8)
Curtailment gains....................................               (32)     (40)     (62)
                                                                 ------   ------   ------
Postretirement benefit expense.......................               160       62       42
                                                                 ======   ======   ======



     At  December  31,  2001  the  independent   actuaries  have reassessed  the
obligation  for  postretirement  benefits at $3,080 million  ($2,562  million at
December 31, 2000).  The provision for  postretirement  benefits at December 31,
2001 was $2,664 million ($2,726 million at December 31, 2000).

     The discount  rate used to assess the  obligation  at December 31, 2001 was
7.25% (7.5% at December 31, 2000). The assumed future healthcare cost trend rate
for beneficiaries aged under 65 (over 65) for 2002 is 12% (15%), for 2003 is 10%
(11%) and for 2004 is 8% (8%) and for 2005 and subsequent years is 5% (5%).




                                       F - 64


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 39 -- Other postretirement benefits (continued)

     As indicated in Note 38 -- Pensions,  certain  additional  disclosures  are
required by FRS 17 for the year ended December 31, 2001. The expected  long-term
rates of return and market values of the assets of the  postretirement  benefits
plans at December 31, 2001 were as follows:



                                                                              USA
                                                                      ------------------
                                                                        Expected
                                                                       long-term
                                                                         rate of   Market
                                                                          return    value
                                                                      ----------  -------

                                                                          (%)   ($ million)
                                                                               
Market value of assets at December 31, 2001
Equities.............................................................       11.0       30
Bonds................................................................        7.0       11
                                                                                  -------
                                                                                       41
Present value of scheme liabilities..................................               3,080
                                                                                  -------
Other postretirement benefit liability before deferred tax...........              (3,039)
Deferred tax.........................................................               1,124
                                                                                  -------
                                                                                   (1,915)
                                                                                  =======




                                       F - 65

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 39 -- Other postretirement benefits (concluded)

     Further  information  presented in compliance with the requirements of FASB
Statement of Financial Accounting  Standards No. 132 -- 'Employers'  Disclosures
about Pensions and Other Postretirement Benefits' is set out below.



                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)

                                                                             
  Benefit obligation at January 1...........................               2,562    1,638
  Service cost..............................................                  31       25
  Interest cost.............................................                 187      148
  Plan amendments...........................................                  78       --
  Curtailment gain..........................................                 (30)      (9)
  Actuarial loss............................................                 476      340
  Acquisitions..............................................                  --      579
  Benefit payments..........................................                (224)    (159)
                                                                          ------   ------
  Benefit obligation at December 31.........................               3,080    2,562
                                                                          ------   ------

  Fair value of plan assets at January 1....................                  49       53
  Actual return on plan assets..............................                  (4)      --
  Benefits payments.........................................                  (4)      (4)
                                                                          ------   ------
  Fair value of plan assets at December 31..................                  41       49
                                                                          ------   ------

  Funded status.............................................              (3,039)  (2,513)
  Unrecognized net actuarial (gain) loss....................                 349     (144)
  Unrecognized prior service cost...........................                  26      (69)
                                                                          ------   ------
  Provision for postretirement benefits.....................              (2,664)  (2,726)
                                                                          ======   ======



     The  assumed  healthcare  cost trend rate has a  significant  effect on the
amounts reported. A  one-percentage-point  change in the assumed healthcare cost
trend rate would have the following effects:



                                                          One-percentage   One-percentage
                                                          point Increase   point Decrease
                                                          --------------   --------------
                                                                      ($ million)
                                                                                
Effect on total of service and interest cost in 2001........          32              (27)
Effect on postretirement obligation at December 31, 2001....         339             (291)





                                       F - 66

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 40 -- Contingent Liabilities

     There  were  contingent  liabilities  at  December  31,  2001 in respect of
guarantees and  indemnities  entered into as part of the ordinary  course of the
Group's  business.  No material  losses are likely to arise from such contingent
liabilities.

     Approximately 200 lawsuits were filed in State and Federal Courts in Alaska
seeking  compensatory  and punitive  damages arising out of the Exxon Valdez oil
spill in Prince  William  Sound in March  1989.  Most of those suits named Exxon
(now ExxonMobil), Alyeska Pipeline Service Company (Alyeska), which operates the
oil terminal at Valdez,  and the other oil companies which own Alyeska.  Alyeska
initially  responded to the spill until the response was taken over by Exxon. BP
owns a 47% interest  (reduced  during 2001 from 50% by a sale of 3% to Phillips)
in Alyeska through a subsidiary of BP America Inc. and briefly  indirectly owned
a further 20% interest in Alyeska following BP's combination with ARCO.  Alyeska
and its owners have settled all the claims  against  them under these  lawsuits.
Exxon has indicated that it may file a claim for  contribution  against  Alyeska
for a portion of the costs and damages which it has incurred.  If any claims are
asserted by Exxon which affect Alyeska and its owners, BP will defend the claims
vigorously.

     Since  1987,  ARCO,  a  current  subsidiary  of BP,  has  been  named  as a
co-defendant in numerous  lawsuits  brought in the United States alleging injury
to persons and  property  caused by lead  pigment in paint.  The majority of the
lawsuits  have been  abandoned or dismissed  as against  ARCO.  ARCO is named in
these  lawsuits as alleged  successor  to  International  Smelting  and Refining
which,  along with a predecessor  company,  manufactured lead pigment during the
period  1920-1946.  Plaintiffs  include  individuals and governmental  entities.
Several of the lawsuits purport to be class actions.  The lawsuits (depending on
plaintiff)  seek  various  remedies  including:  compensation  to  lead-poisoned
children; cost to find and remove lead paint from buildings;  medical monitoring
and  screening  programmes;  public  warning  and  education  on  lead  hazards;
reimbursement  of  government   healthcare  costs  and  special   education  for
lead-poisoned citizens; and punitive damages. No case has been settled or tried.
While the amounts claimed could be substantial and it is not possible to predict
the outcome of these legal actions, ARCO believes that it has valid defences and
it intends to defend such actions vigorously. Consequently, BP believes that the
impact  of these  lawsuits  on the  Group's  results  of  operations,  financial
position or liquidity will not be material.

     The  Group  is  subject  to  numerous  and  local  environmental  laws  and
regulations concerning its products, operations and other activities. These laws
and  regulations  may require the Group to take future  action to remediate  the
effects  on the  environment  of prior  disposal  or  release  of  chemicals  or
petroleum substances by the Group or other parties. Such contingencies may exist
for various sites including  refineries,  chemical plants,  oil fields,  service
stations,  terminals and waste disposal sites.  In addition,  the Group may have
obligations  relating to prior asset sales of closed  facilities.  The  ultimate
requirement for  remediation and its cost are inherently  difficult to estimate.
However, the estimated cost of known environmental obligations has been provided
in these accounts in accordance with the Group's accounting policies.  While the
amounts  of future  costs  could be  significant  and could be  material  to the
Group's  results of  operations in the period in which they are  recognized,  BP
does not expect these costs to have a material  effect on the Group's  financial
position or liquidity.

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




                                       F - 67


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 41 -- Joint ventures and associated undertakings

     The significant joint ventures and associated  undertakings of the BP Group
at December 31, 2001 are shown in Note 44.  Transactions  between these entities
and the Group are summarized below.

Sales to joint ventures and associated undertakings


                                                                     2001                      2000        1999
                                                   ----------------------     ---------------------     -------
                                                                   Amount                    Amount
                                                            receivable at             receivable at
                             Product                  Sales   December 31       Sales   December 31       Sales
                             -------                  -----  -------------      -----  -------------      -----
                                                         ($ million)             ($ million)          ($million)
                                                                                     
Joint ventures
Pan American Energy          Crude oil                  121             5         101             5          --
BP/Mobil                     Crude oil and products      --            --       2,933            --       3,398
Watson Cogeneration          Natural gas                177             3          87            34          --
Associated undertakings
Erdoelchemie                 Chemical feedstocks        250            --         718            --         460
Ruhrgas                      Natural gas                124            11          78            11          47


Purchases from joint ventures and asssociated undertakings


                                                                     2001                     2000         1999
                                                   ----------------------    ---------------------      -------
                                                                   Amount                    Amount
                                                               payable at                payable at
                             Product              Purchases   December 31   Purchases   December 31   Purchases
                             -------              ---------  -------------  ---------  -------------  ---------
                                                         ($ million)               ($ million)       ($ million)
                                                                                     
Joint ventures
Pan American Energy          Crude oil                  178            14         139             41         29
BP/Mobil                     Crude oil and products      --            --       1,762             --      1,791
Watson Cogeneration          Electricity and steam      187             7         129             26         --
Associated undertakings
Abu Dhabi Marine Areas       Crude oil                  555            37         671             62        407
Abu Dhabi Petroleum          Crude oil                  820            47         948             75        528
Erdoelchemie                 Petrochemicals              50            --         114             --         77
Ruhrgas                      Natural gas                 18            --          --             --         --


     The  pan-European  refining and marketing joint venture with ExxonMobil was
dissolved on August 1, 2000. Within the BP/Mobil joint venture,  BP operated and
had a 70% interest in the fuels  refining and marketing  operation and had a 49%
interest in the lubricants  business.  On  dissolution,  BP acquired most of the
ExxonMobil assets used by the fuels refining and marketing operation.  The sales
and purchases shown above occurred in the period to August 1, 2000.

     On May 2, 2001 BP purchased the outstanding 50% of Erdoelchemie, previously
an associated undertaking.  From that date it was fully consolidated.  The sales
and purchases shown above occurred in the period to May 1, 2001.




                                       F - 68

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 42 -- Oil and gas exploration and production activities (a)

Capitalized costs at December 31



                                                    Rest of             Rest of
                                               UK    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                           ($ million)
                                                                   
2001
Gross capitalized costs:
  Proved properties....................    23,607     2,912    43,070    22,820    92,409
  Unproved properties..................       333       120     1,224     2,345     4,022
                                         --------  --------  --------  --------  --------
                                           23,940     3,032    44,294    25,165    96,431
Accumulated depreciation (b)...........    13,320     1,883    19,508    10,980    45,691
                                         --------  --------  --------  --------  --------
Net capitalized costs..................    10,620     1,149    24,786    14,185    50,740
                                         ========  ========  ========  ========  ========

2000
Gross capitalized costs:
  Proved properties....................    24,319     2,683    38,494    19,607    85,103
  Unproved properties..................       482        73     1,754     3,449     5,758
                                         --------  --------  --------  --------  --------
                                           24,801     2,756    40,248    23,056    90,861
Accumulated depreciation (b)...........    13,182     1,797    18,204     8,933    42,116
                                         --------  --------  --------  --------  --------
Net capitalized costs..................    11,619       959    22,044    14,123    48,745
                                         ========  ========  ========  ========  ========

1999
Gross capitalized costs:
  Proved properties....................    22,874     2,738    35,826    14,166    75,604
  Unproved properties..................       412        79       741     2,067     3,299
                                         --------  --------  --------  --------  --------
                                           23,286     2,817    36,567    16,233    78,903
Accumulated depreciation (b)...........    13,160     1,890    20,751     8,279    44,080
                                         --------  --------  --------  --------  --------
Net capitalized costs..................    10,126       927    15,816     7,954    34,823
                                         ========  ========  ========  ========  ========






                                       F - 69

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 42 -- Oil and gas exploration and production activities (a) (continued)

Costs incurred for the year ended December 31



                                                    Rest of             Rest of
                                               UK    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                           ($ million)
                                                                   
2001
Acquisition of properties:
  Proved...............................        --        --        --        47        47
  Unproved.............................         4        --        20       193       217
                                         --------  --------  --------  --------  --------
                                                4        --        20       240       264
Exploration and appraisal costs (c)....       109        80       295       618     1,102
Development costs......................       930       271     3,723     1,934     6,858
                                         --------  --------  --------  --------  --------
Total costs............................     1,043       351     4,038     2,792     8,224
                                         ========  ========  ========  ========  ========

2000
Acquisition of properties:
  Proved...............................     2,954        --     9,152     2,647    14,753
  Unproved.............................       161        --       508     1,880     2,549
                                         --------  --------  --------  --------  --------
                                            3,115        --     9,660     4,527    17,302
Exploration and appraisal costs (c)....        86        67       676       466     1,295
Development costs......................       808       153     2,328     1,274     4,563
                                         --------  --------  --------  --------  --------
Total costs............................     4,009       220    12,664     6,267    23,160
                                         ========  ========  ========  ========  ========

1999
Acquisition of properties:
  Proved...............................        --        --       396        --       396
  Unproved.............................        --        --        23       130       153
                                         --------  --------  --------  --------  --------
                                               --        --       419       130       549
Exploration and appraisal costs (c)....        83        39       287       439       848
Development costs......................       676        71     1,212       956     2,915
                                         --------  --------  --------  --------  --------
Total costs............................       759       110     1,918     1,525     4,312
                                         ========  ========  ========  ========  ========






                                       F - 70


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 42 -- Oil and gas exploration and production activities (a) (continued)

Results of operations for the year ended December 31



                                                    Rest of             Rest of
                                               UK    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                           ($ million)
                                                                   
2001
Turnover (d):
  Third parties........................     2,979       564     1,642     2,581     7,766
  Sales between businesses.............     3,003       462     9,645     4,892    18,002
                                         --------  --------  --------  --------  --------
                                            5,982     1,026    11,287     7,473    25,768
                                         --------  --------  --------  --------  --------
Exploration expense....................        14        22       256       188       480
Production costs.......................       878        91     1,379       915     3,263
Production taxes.......................       559        17       384       688     1,648
Other costs (e)........................        25        33     1,743     1,534     3,335
Depreciation and amounts provided......     1,353       115     3,034     1,115     5,617
                                         --------  --------  --------  --------  --------
                                            2,829       278     6,796     4,440    14,343
                                         --------  --------  --------  --------  --------
Profit before taxation (f).............     3,153       748     4,491     3,033    11,425
Allocable taxes........................     1,046       379       933     1,016     3,374
                                         --------  --------  --------  --------  --------
Results of operations .................     2,107       369     3,558     2,017     8,051
                                         ========  ========  ========  ========  ========

2000
Turnover (d):
  Third parties........................     3,538       926     4,242     2,446    11,152
  Sales between businesses.............     3,191       138     6,755     5,593    15,677
                                         --------  --------  --------  --------  --------
                                            6,729     1,064    10,997     8,039    26,829
                                         --------  --------  --------  --------  --------
Exploration expense....................        36        42       257       264       599
Production costs.......................       772        86     1,311       786     2,955
Production taxes.......................       641         6       437       911     1,995
Other costs (e)........................        74         6     1,624     1,889     3,593
Depreciation and amounts provided......     1,453        98     2,406       748     4,705
                                         --------  --------  --------  --------  --------
                                            2,976       238     6,035     4,598    13,847
                                         --------  --------  --------  --------  --------
Profit before taxation (f).............     3,753       826     4,962     3,441    12,982
Allocable taxes........................     1,127       516     1,042     1,018     3,703
                                         --------  --------  --------  --------  --------
Results of operations .................     2,626       310     3,920     2,423     9,279
                                         ========  ========  ========  ========  ========





                                       F - 71


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 42 -- Oil and gas exploration and production activities (a) (continued)

Results of operations for the year ended December 31 (continued)



                                                    Rest of             Rest of
                                               UK    Europe       USA     World     Total
                                         --------  --------  --------  --------  --------
                                                           ($ million)
1999
                                                                    
Turnover (d):
  Third parties........................     2,258       644     4,738     2,216     9,856
  Sales between businesses.............     2,251       108     1,283     2,938     6,580
                                         --------  --------  --------  --------  --------
                                            4,509       752     6,021     5,154    16,436
                                         --------  --------  --------  --------  --------
Exploration expense....................        51        20       172       305       548
Production costs.......................       734        98     1,387       756     2,975
Production taxes.......................       167         2       283       495       947
Other costs (e)........................       157        16     1,231     1,143     2,547
Depreciation and amounts provided......     1,306       138     1,113       651     3,208
                                         --------  --------  --------  --------  --------
                                            2,415       274     4,186     3,350    10,225
                                         --------  --------  --------  --------  --------
Profit before taxation (f).............     2,094       478     1,835     1,804     6,211
Allocable taxes........................       643       312       483       497     1,935
                                         --------  --------  --------  --------  --------
Results of operations .................     1,451       166     1,352     1,307     4,276
                                         ========  ========  ========  ========  ========


----------

     The Group's share of joint ventures' and associated  undertakings'  results
     of  operations  in 2001 was a profit of $246 million (2000 $293 million and
     1999 $204 million)  after  deducting a tax charge of $138 million (2000 $97
     million tax charge and 1999 $6 million tax credit).

     The Group's  share of joint  ventures'  and  associated  undertakings'  net
     capitalized  costs at December 31, 2001 was $3,078  million  (December  31,
     2000 $3,354 million and December 31, 1999 $1,442 million).

     The Group's share of joint  ventures' and  associated  undertakings'  costs
     incurred  in 2001  was  $419  million  (2000  $1,490  million  and 1999 $49
     million).

(a)  This note relates to the requirements  contained within the UK Statement of
     Recommended Practice 'Accounting for Oil and Gas Exploration,  Development,
     Production and Decommissioning Activities'. Midstream activities of natural
     gas gathering and  distribution and the operation of the main pipelines and
     tankers  are  excluded.  The  main  midstream  activities  are the  Alaskan
     transportation facilities, the Forties Pipeline system and the Central Area
     Transmission  System.  The Group's share of joint  ventures' and associated
     undertakings'  activities  is excluded  from the tables and included in the
     footnotes with the exception of the Abu Dhabi operations which are included
     in the income and  expenditure  items  above.  Profits  (losses) on sale of
     businesses and fixed assets relating to the oil and natural gas exploration
     and production activities,  which have been accounted as exceptional items,
     are also excluded.

(b)  Accumulated   depreciation   consists  of   depreciation,   depletion   and
     amortization related to oil and natural gas producing activities.

(c)  Exploration  and appraisal  drilling  expenditure  and licence  acquisition
     costs  are  initially   capitalized   within  intangible  fixed  assets  in
     accordance with the Group's accounting policy.

(d)  Turnover represents sales of production excluding royalty oil where royalty
     is payable in kind.




                                       F - 72

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 42 -- Oil and gas exploration and production activities (a) (concluded)

(e)  Includes  cost of royalty oil not taken in kind,  property  taxes and other
     government take.

(f)  The  exploration and production  total  replacement  cost operating  profit
     comprises:



                                                           Rest of             Rest of
                                                      UK    Europe       USA     World     Total
                                                --------  --------  --------  --------  --------
                                                                  ($ million)
                                                                             

      Year ended  December 31, 2001
      Exploration and production activities......
      -- Group (as above)........................  3,153       748      4,491    3,033    11,425
      -- Equity-accounted entities...............     --        --         --      384       384
      Midstream activities.......................    271        --        138      199       608
                                                --------  --------   -------- --------  --------
     Total replacement cost operating profit       3,424       748      4,629    3,616    12,417
                                                ========  ========   ======== ========  ========

      Year ended December 31, 2000
      Exploration and production activities
      -- Group (as above)........................  3,753       826      4,962    3,441   12,982
      -- Equity-accounted entities...............     --        --         --      390      390
      Midstream activities.......................    290        --        152      198      640
                                                --------  --------   -------- -------- --------
      Total replacement cost operating profit      4,043       826      5,114    4,029   14,012
                                                ========  ========   ======== ======== ========

      Year ended December 31, 1999
      Exploration and production activities
      -- Group (as above).......................   2,094       478      1,835    1,804    6,211
      -- Equity-accounted entities..............      --        --         45      153      198
      Midstream activities......................     216         9        256       93      574
                                                --------  --------   -------- -------- --------
      Total replacement cost operating profit      2,310       487      2,136    2,050    6,983
                                                ========  ========   ======== ======== ========


Note 43 -- US generally accepted accounting principles

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

(a)  Group consolidation

     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
     joint ventures and associated  undertakings.  In addition the Group's share
     of turnover of joint  ventures  should be disclosed.  For US GAAP the after
     tax profits or losses (for  example  operating  results  after  exceptional
     items,  inventory  holding gains or losses,  interest expense and taxation)
     are included in the income statement as a single line item.

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



                                       F - 73


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43 -- US generally accepted accounting principles (continued)

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



                                                                   Year ended December 31, 2001
                                                              ---------------------------------------
                                                                    As                        US GAAP
                                                              reported  Reclassification presentation
                                                              --------  ---------------- ------------
                                                                           ($ million)
                                                                                   
      Consolidated statement of income
      Other income.........................................        694               692        1,386
      Share of profits of JVs and associated undertakings..      1,203            (1,203)          --
      Exceptional items before taxation....................        535                 2          537
      Inventory holding gains (losses).....................     (1,900)                7       (1,893)
      Interest expense.....................................      1,670              (205)       1,465
      Taxation.............................................      5,017              (297)       4,720
      Profit for the year..................................      8,010                --        8,010

                                                                   Year ended December 31, 2000
                                                              ---------------------------------------
                                                                    As                        US GAAP
                                                              reported  Reclassification presentation
                                                              --------  ---------------- ------------
                                                                           ($ million)
      Consolidated statement of income
      Other income.........................................        805             1,416        2,221
      Share of profits of JVs and associated undertakings..      1,600            (1,600)          --
      Exceptional items before taxation....................        220               (24)         196
      Inventory holding gains (losses).....................        728              (229)         499
      Interest expense.....................................      1,770              (218)       1,552
      Taxation.............................................      4,972              (219)       4,753
      Profit for the year..................................     11,870                --       11,870

                                                                   Year ended December 31, 1999
                                                              ---------------------------------------
                                                                    As                        US GAAP
                                                              reported  Reclassification presentation
                                                              --------  ---------------- ------------
                                                                           ($ million)
      Consolidated statement of income
      Other income.........................................        414             1,399       1,813
      Share of profits of JVs and associated undertakings..      1,158            (1,158)         --
      Exceptional items before taxation....................     (2,280)                1      (2,279)
      Inventory holding gains (losses).....................      1,728              (547)      1,181
      Interest expense.....................................      1,316              (201)      1,115
      Taxation.............................................      1,880              (104)      1,776
      Profit for the year..................................      5,008                --       5,008


(b)  Income statement

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

(c)  Exceptional items

     Under UK GAAP certain exceptional items are shown separately on the face of
     the income  statement  after operating  profit.  These items are profits or
     losses on the sale of 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.




                                       F - 74


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43 -- US generally accepted accounting principles (continued)

(d)  Deferred taxation/Business combinations

     Under the UK GAAP restricted  liability  method,  deferred taxation is only
     provided  where  timing   differences   are  expected  to  reverse  in  the
     foreseeable  future.  Under  US GAAP  deferred  taxation  is  provided  for
     temporary  differences  between the financial  reporting  basis and the tax
     basis of the Group's assets and liabilities at enacted tax rates.

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

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



     Increase (decrease) in caption heading                      Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
      Replacement cost of sales...........................        1,091      706      115
      Increase in tax charge from restricted liability
        to gross potential ...............................        2,124    1,554      442
      Taxation resulting from business combinations.......       (1,074)    (672)     (91)
      Profit for the year.................................       (2,141)  (1,588)    (466)
                                                                 ======   ======  =======




                                                                           At December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                             
      Tangible assets...................................................   7,032   8,367
      Increase in provision from restricted liability
        to gross potential liability....................................  10,047   8,014
      Tax liability resulting from business combinations................   7,014   8,336
      BP shareholders' interest......................................... (10,029) (7,983)
                                                                          ======   ======


     The major  components of deferred tax  liabilities  and assets on a US GAAP
     basis were as follows:



                                                                           At December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                             
      Depreciation..........................................             (19,709) (20,399)
      Other taxable temporary differences...................              (1,110)  (1,328)
                                                                          ------   ------
      Total deferred tax liabilities........................             (20,819) (21,727)
                                                                          ------   ------
      Petroleum revenue tax.................................                 383      337
      Decommissioning and other provisions..................               2,446    2,610
      Tax credit and loss carry forward.....................               1,487    1,113
      Other deductible temporary differences................                 668      357
                                                                          ------   ------
      Gross deferred tax assets.............................               4,984    4,417
      Valuation allowance...................................              (1,474)    (219)
                                                                          ------   ------
      Net deferred tax assets...............................               3,510    4,198
                                                                          ------   ------
      Net deferred tax liability*...........................             (17,309) (17,529)
                                                                          ======   ======


----------
*     Primarily noncurrent.



                                       F- 75


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43 -- US generally accepted accounting principles (continued)

(e)  Provisions

     UK GAAP requires provisions for decommissioning,  environmental liabilities
     and onerous  contracts to be determined on a discounted basis if the effect
     of the time  value of money is  material.  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.



     Increase (decrease) in caption heading                      Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
      Replacement cost of sales.............................        523      340      121
      Interest expense......................................       (238)    (189)    (110)
      Taxation..............................................       (103)     (83)     (20)
      Profit for the year...................................       (182)     (68)       9
                                                                 ======   ======  =======




                                                                           At December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                               
      Tangible assets.......................................                (785)    (402)
      Provisions............................................                 780      921
      Deferred taxation.....................................                (511)    (410)
      BP shareholders' interest.............................              (1,054)    (913)
                                                                          ======   =======


(f)  Impairment

     Both UK and US GAAP require that long-lived assets and certain identifiable
     intangibles  to be held and used by an entity be  reviewed  for  impairment
     whenever  events or changes in  circumstances  indicate  that the  carrying
     amount of an asset may not be recoverable.  US GAAP requires, in performing
     the review for recoverability, the entity to estimate the future cash flows
     expected to result from the use of the asset and its eventual  disposition.
     If the sum of the  expected  future  cash flows  (undiscounted  and without
     interest  charges)  is less  than the  carrying  amount  of the  asset,  an
     impairment loss is recognized. Otherwise, no impairment loss is recognized.
     Measurement of an impairment  loss for long-lived  assets and  identifiable
     intangibles  that an  entity  expects  to hold and use is based on the fair
     value of the assets.

     For UK GAAP to the extent that the carrying  amount exceeds the recoverable
     amount,  that is the higher of net realizable  value and value in use (fair
     value) the fixed asset is written down to its recoverable amount.

     UK GAAP permits assets and liabilities  acquired on a business  combination
     to be revised in the year following that in which the acquisition was made.
     US GAAP does not permit such adjustments.

     In 2001 a revision of $911 million to the  previously  reported fair values
     for tangible fixed assets relating to the 2000 acquisition of ARCO under UK
     GAAP has been reflected as a charge for impairment under US GAAP.



                                       F - 76

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43 -- US generally accepted accounting principles (continued)

(f)  Impairment (concluded)

     The  adjustments  to profit  for the year to accord  with US GAAP are shown
     below. There is no impact on BP shareholders'  interest.  The consequential
     balance sheet  adjustments are reflected in (d) Deferred  taxation/Business
     combinations and (h) Goodwill.



     Increase (decrease) in caption heading                      Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
      Replacement cost of sales.............................      1,150       --       --
      Taxation..............................................       (239)      --       --
      Profit for the year...................................       (911)      --       --
                                                                 ======   ======  =======


(g)  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.

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



     Increase (decrease) in caption heading                      Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
      Replacement cost of sales.............................         51       49     (123)
      Exceptional items.....................................         --       --      (37)
      Taxation..............................................        (15)     (15)      24
      Profit for the year...................................        (36)     (34)      62
                                                                 ======   ======  =======




                                                                           At December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                                
      Tangible assets.......................................               171        181
      Other accounts payable and accrued liabilities........                30         34
      Provisions............................................               (65)      (105)
      Finance debt..........................................               413        413
      Deferred taxation.....................................               (73)       (57)
      BP shareholders' interest.............................              (134)      (104)
                                                                        ======    =======





                                       F - 77

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43 -- US generally accepted accounting principles (continued)

(h)  Goodwill

     In 2001, under UK GAAP, revisions to the previously reported fair values of
     tangible  fixed assets and the liability for taxation  relating to the ARCO
     acquisition  have  resulted in a net  increase of goodwill of $97  million.
     Under US GAAP,  the  revision to tangible  fixed  assets of $911 million is
     accounted as a charge for impairment.  This results in a GAAP difference of
     $911 million in goodwill.

     This  adjustment  plus  other  differences  in the  basis  for  determining
     goodwill between UK and US GAAP, result in goodwill for US GAAP being lower
     than for UK GAAP at the year end. The  amortization  of the  difference  is
     included within replacement cost of sales.

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



     Increase (decrease) in caption heading                      Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
      Replacement cost of sales.............................         68       48       --
      Taxation..............................................         --       --       --
      Profit for the year...................................        (68)     (48)      --
                                                                 ======   ======  =======




                                                                           At December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                                
      Intangible assets.....................................              (348)       631
      Deferred taxation.....................................                --         --
      BP shareholders' interest.............................              (348)       631
                                                                        ======    =======


(i)  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.

     The Group's  accounting  policies under UK GAAP do not satisfy the criteria
     for hedge  accounting  under SFAS 133.  The Group does not intend to modify
     its practice under UK GAAP.

     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.




                                       F - 78


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43 -- US generally accepted accounting principles (continued)

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

     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 those  derivative  instruments,
     there  was no  impact  of  adopting  SFAS  133 on the  Group's  results  of
     operations  and  financial  position,  as  adjusted to accord with 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) and a pre-tax
     credit to other  comprehensive  income of $57 million  ($37  million  after
     tax). The net gain included in other comprehensive  income as of January 1,
     2001 has been  reclassified  into earnings  during 2001.  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.
     SFAS 133 requires these  contracts to be marked to market.  On the basis of
     SFAS 133  Implementation  Issue C11, the cumulative effect of adopting SFAS
     133 for these  derivatives  resulted  in a pre-tax  charge  to  income,  as
     adjusted  to accord  with US GAAP,  at July 1, 2001 of $530  million  ($344
     million after tax).

     Because the Company  does not intend to modify its  accounting  practice to
     satisfy  the  criteria  for hedge  accounting  under SFAS 133,  the Group's
     results  of  operations,  as  adjusted  to  accord  with US GAAP,  will not
     necessarily  be  representative  of the results it would  report if US GAAP
     were used to prepare the consolidated financial statements of the Group and
     the Group sought to meet the hedge criteria of SFAS 133.

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



     Increase (decrease) in caption heading                      Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
      Replacement cost of sales.............................        481       --       --
      Taxation..............................................       (168)      --       --
      Profit for the year before cumulative
        effect of accounting change.........................       (313)      --       --
      Cumulative effect of accounting change,
        net of taxation.....................................       (362)      --       --
      Profit for the year...................................       (675)      --       --
                                                                 ======   ======  =======




                                                                           At December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                                
      Accounts payable and accrued liabilities.....................        1,038       --
      Deferred taxation............................................         (363)      --
      BP shareholders' interest....................................         (675)      --
                                                                          ======   ======





                                       F - 79


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 43 -- US generally accepted accounting principles (continued)

(j)   Gain arising on asset exchange

      For UK GAAP the transaction with Solvay, 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.



     Increase (decrease) in caption heading                      Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
      Profit (loss) on sale of fixed assets
        and businesses or termination of operations............     242       --       --
      Taxation.................................................      85       --       --
      Profit for the year......................................     157       --       --
                                                                 ======   ======  =======




                                                                           At December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                                
      Intangible assets...........................................           188       --
      Accounts payable and accrued liabilities....................           (54)      --
      Deferred taxation...........................................            85       --
      BP shareholders' interest...................................           157       --
                                                                          ======  =======


(k)  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 December 31,
                                                                          ---------------
      Increase (decrease) in caption heading                                2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                                
      Fixed assets -- Investments.................................        (266)      (360)
      BP shareholders' interest...................................        (266)      (360)
                                                                        ======    =======





                                       F - 80

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 43 -- US generally accepted accounting principles (continued)

(l)  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 December 31,
                                                                          ---------------
      Increase (decrease) in caption heading                                2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                                
      Other accounts payable and accrued liabilities...............       (1,288)  (1,178)
      BP shareholders' interest....................................        1,288    1,178
                                                                         =======  =======


(m)  Debt retirement charges

     Under US GAAP  charges  arising  on the early  retirement  of debt would be
     shown as an  extraordinary  item.  Under UK GAAP they are  included  within
     interest expense.

(n)  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 December 31,
                                                                          ---------------
      Increase (decrease) in caption heading                                2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                                
      Fixed assets -- Investments..................................           (3)    (172)
      Deferred taxation............................................           (1)     (60)
      BP shareholders' interest....................................           (2)    (112)
                                                                          ======  =======






                                       F - 81


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 43 -- US generally accepted accounting principles (continued)

(o)  Additional minimum pension liability

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

     The adjustments to accumulated other comprehensive income (BP shareholders'
     interest) to accord with US GAAP are summarized below.



                                                                           At December 31,
                                                                          ---------------
      Increase (decrease) in caption heading                                2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                                
      Intangible assets.............................................         112       53
      Other receivables falling due after
        more than one year..........................................      (1,015)      --
      Noncurrent liabilities -- accounts payable and
        accrued liabilities.........................................         548      274
      Deferred taxation.............................................        (509)     (76)
      BP shareholders' interest.....................................        (942)    (145)
                                                                          ======  =======


(p)  Balance sheet

     Under US GAAP  Trade  and  Other  receivables  due after one year of $4,681
     million at  December  31,  2001  ($4,610  million at  December  31,  2000),
     included  within current  assets,  would have been classified as noncurrent
     assets.  Borrowing  under US Industrial  Revenue/Municipal  Bonds of $1,768
     million   (December  31,  2000  $1,671  million)  included  within  Current
     liabilities - falling due within one year would,  under US GAAP,  have been
     classified as noncurrent  liabilities.  The provision for deferred taxation
     is primarily in respect of noncurrent items.




                                       F - 82


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 43 -- US generally accepted accounting principles (continued)

     The following is a summary of the adjustments to profit for the year and to
BP  shareholders'  interest  which  would  be  required  if  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 stock
valuation.



Profit for the year                                              Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                     ($ million except
                                                                     per share amounts)
                                                                              
Profit as reported in the consolidated statement of income.....   8,010   11,870    5,008
Adjustments:
  Deferred taxation/business combinations (d)..................  (2,141)  (1,588)    (466)
  Provisions (e)...............................................    (182)     (68)       9
  Impairment (f)...............................................    (911)      --       --
  Sale and leaseback (g).......................................     (36)     (34)      62
  Goodwill (h).................................................     (68)     (48)      --
  Derivative financial instruments (i).........................    (313)      --       --
  Gain arising on asset exchange (j)...........................     157       --       --
  Other........................................................      10       51      (17)
                                                                 ------   ------   ------
Profit for the year before cumulative effect of accounting
 change as adjusted to accord with US GAAP.....................   4,526   10,183    4,596
Cumulative effect of accounting change:
 Derivative financial instruments (i)..........................    (362)      --       --
                                                                 ------   ------   ------
Profit for the year as adjusted to accord with US GAAP.           4,164   10,183    4,596
Dividend requirements on preference shares.....................       2        2        2
                                                                 ------   ------   ------
Profit for the year applicable to ordinary shares as
 adjusted to accord with US GAAP...............................   4,162   10,181    4,594
                                                                 ======   ======   ======
Profit for the year as adjusted:
Per ordinary share -- cents
 Basic -- before cumulative effect of accounting change........   20.16    47.05    23.70
 Cumulative effect of accounting change........................   (1.61)      --       --
                                                                 ------   ------   ------
                                                                  18.55    47.05    23.70
                                                                 ------   ------   ------
 Diluted -- before cumulative effect of accounting change......   20.04    46.74    23.56
 Cumulative effect of accounting change........................   (1.60)      --       --
                                                                 ------   ------   ------
                                                                  18.44    46.74    23.56
                                                                 ------   ------   ------
Per American Depositary Share -- cents
 Basic -- before cumulative effect of accounting change........  120.96   282.30   142.20
 Cumulative effect of accounting change........................   (9.66)      --       --
                                                                 ------   ------   ------
                                                                 111.30   282.30   142.20
                                                                 ------   ------   ------
 Diluted -- before cumulative effect of accounting change......  120.24   280.44   141.36
 Cumulative effect of accounting change........................   (9.60)      --       --
                                                                 ------   ------   ------
                                                                 110.64   280.44   141.36
                                                                 ------   ------   ------




                                       F - 83


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 43 -- US generally accepted accounting principles (continued)

BP shareholders' interest


                                                                           At December 31,
                                                                          ---------------
                                                                            2001     2000
                                                                          ------   ------
                                                                             ($ million)
                                                                                
BP shareholders' interest as reported in the
  consolidated balance sheet......................................        74,367   73,416
Adjustments:
  Deferred taxation/business combinations (d).....................       (10,029)  (7,983)
  Provisions (e)..................................................        (1,054)    (913)
  Sale and leaseback (g)..........................................          (134)    (104)
  Goodwill (h)....................................................          (348)     631
  Derivative financial instruments (i)............................          (675)      --
  Gain arising on asset exchange (j)..............................           157       --
  Ordinary shares held for future awards to employees (k).........          (266)    (360)
  Dividends (l)...................................................         1,288    1,178
  Investments (n).................................................            (2)    (112)
  Additional minimum pension liability (o)........................          (942)    (145)
  Other...........................................................           (40)     (54)
                                                                          ------   ------
BP shareholders' interest as adjusted to accord with US GAAP......        62,322   65,554
                                                                          ======   ======


Comprehensive income

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



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
Profit for the period as adjusted to
  accord with US GAAP..........................................   4,164   10,183    4,596
Currency translation differences...............................    (908)  (2,508)    (921)
Net unrealized gain (loss) on investments......................     110     (112)      --
Additional minimum pension liability...........................    (797)      (1)      (1)
                                                                 ------   ------   ------
Comprehensive income...........................................   2,569    7,562    3,674
                                                                 ======   ======   ======


     Accumulated  other  comprehensive  income at December  31,  2001  comprised
currency  translation  losses of $4,790 million  ($3,882 million at December 31,
2000),  pension liability  adjustments of $942 million ($145 million at December
31, 2000) and net  unrealized  losses on investments of $2 million ($112 million
at December 31, 2000).




                                       F - 84


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 43 -- US generally accepted accounting principles (continued)

Consolidated statement of cash flows

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

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

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





                                       F - 85


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 43 -- US generally accepted accounting principles (continued)

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



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                         ($ million)
                                                                          
Operating activities
Profit after taxation.........................................    8,083   11,962    5,146
Adjustments to reconcile profit after tax to
  net cash provided by operating activities:
  Depreciation and amounts provided...........................    8,750    7,449    4,965
  Exploration expenditure written off.........................      238      264      304
  Share of profits of joint ventures and associated
    undertakings less dividends received......................      (60)    (377)    (232)
  (Profit) loss on sale of businesses and fixed assets             (537)    (196)     379
  Working capital movement (a)................................    1,319   (2,848)  (1,877)
  Other.......................................................     (225)  (1,650)     215
                                                                 ------   ------   ------
Net cash provided by operating activities.....................   17,568   14,604    8,900
                                                                 ------   ------   ------
Investing activities
Capital expenditures..........................................  (12,295) (10,220)  (6,314)
Acquisitions net of cash acquired.............................   (1,210)  (6,265)    (102)
Investment in associated undertakings.........................     (586)    (985)    (197)
Net investment in joint ventures..............................     (497)    (218)    (750)
Proceeds from disposal of assets..............................    2,903   11,362    2,441
                                                                 ------   ------   ------
Net cash used in investing activities.........................  (11,685)  (6,326)  (4,922)
                                                                 ------   ------   ------
Financing activities
Proceeds from shares (repurchased) issued.....................   (1,100)  (2,039)     245
Proceeds from long-term financing.............................    1,296    1,680    2,140
Repayments of long-term financing.............................   (2,602)  (2,353)  (2,268)
Net increase (decrease) in short-term debt....................    1,434     (701)     837
Dividends paid -- Shareholders................................   (4,827)  (4,415)  (4,135)
               -- Minority shareholders.......................      (54)     (24)    (151)
                                                                 ------   ------   ------
Net cash used in financing activities.........................   (5,853)  (7,852)  (3,332)
                                                                 ------   ------   ------
Currency translation differences relating to cash
  and cash equivalents........................................      (53)     (50)      15
                                                                 ------   ------   ------
Increase (decrease) in cash and cash equivalents..............      (23)     376      661
Cash and cash equivalents at beginning of year................    1,831    1,455      794
                                                                 ------   ------   ------
Cash and cash equivalents at end of year......................    1,808    1,831    1,455
                                                                 ======   ======   ======


----------



                                                                              
(a) Working capital:
    Inventories decrease (increase)....................           1,490   (1,449)  (1,562)
    Receivables decrease (increase)....................           1,905   (5,501)  (3,854)
    Current liabilities -- excluding
      finance debt (decrease) increase.................          (2,076)   4,102    3,539
                                                                 ------   ------   ------
                                                                  1,319   (2,848)  (1,877)
                                                                 ======   ======   ======




                                       F - 86


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43 -- US generally accepted accounting principles (continued)

Impact of new US accounting standards

     Business  combinations,  goodwill and other intangible assets: In June 2001
the Financial  Accounting  Standards Board (FASB) issued  Statement of Financial
Accounting  Standards  No.141  'Business  Combinations'  (SFAS  141) and No. 142
'Goodwill and Other  Intangible  Assets' (SFAS 142). Under SFAS 141, the pooling
of interest  method of accounting is no longer  permitted;  the purchase  method
must be used for all business  combinations  initiated after June 30, 2001. SFAS
142,  which is effective for  accounting  periods  beginning  after December 15,
2001,  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 will
continue to be amortized over their estimated useful lives.

     It is estimated that  elimination of the  requirement to amortize  goodwill
would increase the Group's results of operations,  as adjusted to accord with US
GAAP,  by  approximately  $1,200  million for the year ended  December 31, 2002,
assuming no impairment of goodwill.

     Asset retirement  obligations:  Also 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.

     Impairment  or disposal of  long-lived  assets:  In August  2001,  the FASB
issued 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. SFAS 144 is effective for
accounting periods beginning after December 15, 2001.

     The Company has not yet  determined  the effect of adopting SFAS 144 on its
results of operations and  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.



                                       F - 87


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 43 -- US generally accepted accounting principles (concluded)

Impact of new UK accounting standards (concluded)

     Deferred  taxation:  In December  2000, the UK Accounting  Standards  Board
issued Financial  Reporting Standard No.19 'Deferred Tax' (FRS 19). The standard
requires   that  deferred  tax  should  be  provided  in  full  on  most  timing
differences.  FRS 19 permits, but does not require,  discounting of deferred tax
assets and liabilities. The Group has adopted FRS 19 with effect from January 1,
2002.  If this new standard  had been applied to the reported  results for 2001,
the tax charge for the year under UK GAAP would have increased by $1,358 million
to $6,375  million.  In  addition,  at December 31, 2001 there would have been a
reduction of $9,050 million in shareholders' funds and capital employed.





                                       F - 88


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 44 -- Business and geographical analysis

     BP has four  reportable  operating  segments -- Exploration and Production,
Gas  and  Power,   Refining  and  Marketing  and  Chemicals.   Exploration   and
Production's  activities  include  oil and  natural  gas  exploration  and field
development  and  production  (upstream  activities),   together  with  pipeline
transportation and natural gas processing (midstream activities).  Gas and Power
activities  include marketing and trading of natural gas, liquefied natural gas,
natural gas liquids and power,  the  development of  international  opportunties
that monetize  upstream gas resources and  involvement in select power projects.
The activities of Refining and Marketing  include oil supply and trading as well
as refining and marketing (downstream activities).  Chemicals activities include
petrochemicals manufacturing and marketing.

     The  Group  is  managed  on  a  unified  basis.   Reportable  segments  are
differentiated  by the  activities  that each  undertakes  and the products they
manufacture and market.

     The  accounting  policies  of  operating  segments  are the  same as  those
described in Note 1,  Accounting  Policies.  Performance  is evaluated  based on
replacement  cost operating profit or loss,  which excludes  exceptional  items,
inventory  holding gains and losses,  interest income and expense,  taxation and
minority shareholders' interests.

     Sales between  segments are made at prices that  approximate  market prices
taking into account the volumes involved.




                                       F - 89

                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 44 -- Business and geographical analysis (continued)

By business


                                                                                           Other
                                     Exploration      Gas     Refining                businesses
                                             and      and          and                       and
                                      Production    Power    Marketing    Chemicals    corporate(a)    Eliminations    Total
                                     -----------    -----    ---------    ---------    ---------       ------------    -----
                                                                      ($ million)
2001
                                                                                                 
Group turnover -- third parties........    8,569   36,254      117,330       11,282          783                --   174,218
               -- sales between
                  businesses (b).......   19,660    2,954        2,903          233           --           (25,750)       --
                                          ------   ------      -------       ------      -------            -------   ------
                                          28,229   39,208      120,233       11,515          783           (25,750)  174,218
                                          ------   ------      -------       ------      -------            -------
Share of sales by joint ventures                                                                                       1,171
                                                                                                                     -------
                                                                                                                     175,389
                                                                                                                     -------
Equity accounted income (c)............      559     184           278          107           75                       1,203
                                          ------   ------      -------       ------      -------                      ------
Total replacement cost operating
  profit (loss) (d)....................   12,417     521         3,625          128         (556)                     16,135
Exceptional items (e)..................      195      (1)          471         (297)         167                         535
Inventory holding gains (losses)              (6)    (81)       (1,583)        (230)          --                      (1,900)
                                          ------   ------      -------       ------      -------                      ------
Historical cost profit (loss) before
  interest and tax.....................   12,606     439         2,513         (399)        (389)                     14,770
                                          ------   ------      -------       ------      -------                      ------

Total assets (f).......................   69,572   5,313        43,102       15,098        8,073                     141,158
Operating capital employed (g).........   59,701   2,764        24,868       11,996        1,850                     101,179
Depreciation and amounts provided (h)..    5,987      54         2,250          588          109                       8,988
Capital expenditure and acquisitions (i)   8,861     359         2,415        1,926          563                      14,124






2000
                                                                                                 
Group turnover -- third parties........  14,155   20,667       101,960       11,031          249                --   148,062
               -- sales between
                  businesses (b).......  16,787      346         5,923          216           --           (23,272)       --
                                         ------   ------       -------       ------      -------            -------  -------
                                         30,942   21,013       107,883       11,247          249           (23,272)  148,062
                                         ------   ------       -------       ------      -------            -------
Share of sales by joint ventures.......                                                                               13,764
                                                                                                                     -------
                                                                                                                     161,826
                                                                                                                     -------

Equity accounted income (c)............     613     162            599          184           42                       1,600
                                         ------   ------       -------       ------      -------                     -------
Total replacement cost operating
  profit (loss) (d)....................  14,012     571          3,523          760       (1,110)                     17,756
Exceptional items (e)..................     119       1             98         (212)         214                         220
Inventory holding gains (losses).......       4      11            620           93           --                         728
                                         ------   ------       -------       ------      -------                     -------
Historical cost profit (loss) before
  interest and tax.....................  14,135     583          4,241          641         (896)                     18,704
                                         ------   ------       -------       ------      -------                     -------

Total assets (f).......................  65,904   6,605         45,785       13,674       11,970                     143,938
Operating capital employed (g).........  56,500   2,997         27,804       11,008        2,385                     100,694
Depreciation and amounts provided (h)..   5,156      47          1,715          704           91                       7,713
Capital expenditure and acquisitions (i)  6,383     336          8,693        1,585       30,616                      47,613





                                       F - 90


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 44 -- Business and geographical analysis (continued)

By business


                                                                                           Other
                                     Exploration      Gas     Refining                businesses
                                             and      and          and                       and
                                      Production    Power    Marketing    Chemicals    corporate(a)    Eliminations    Total
                                     -----------    -----    ---------    ---------    ---------       ------------    -----
                                                                      ($ million)
1999
                                                                                                 
Group turnover -- third parties.........   9,070    7,629       57,619        9,050          198                --    83,566
               -- sales between
                  businesses (b)........  10,063      444        2,524          342           --           (13,373)       --
                                          ------   ------      -------       ------      -------            -------  -------
                                          19,133    8,073       60,143        9,392          198           (13,373)   83,566
                                          ------   ------      -------       ------      -------            -------
Share of sales by joint ventures........                                                                              17,614
                                                                                                                   ---------
                                                                                                                     101,180
                                                                                                                   ---------

Equity accounted income (c).............    297       179          503          125           54                       1,158
                                         ------    ------      -------       ------      -------                     -------
Total replacement cost operating
  profit (loss) (d).....................  6,983       211        1,840          686         (826)                      8,894
Exceptional items (e)................... (1,111)       14         (334)        (257)        (592)                     (2,280)
Inventory holding gains (losses)........     (1)       --        1,613          116           --                       1,728
                                         ------    ------      -------       ------      -------                     -------
Historical cost profit (loss) before
  interest and tax......................  5,871       225        3,119          545       (1,418)                      8,342
                                         ------    ------      -------       ------      -------                     -------

Total assets (f)........................ 44,967     2,831       26,099       13,021        2,643                      89,561
Operating capital employed (g).......... 36,229     2,242       13,209       10,048        1,192                      62,920
Depreciation and amounts provided (h)...  3,704        46          765          632          206                       5,353
Capital expenditure and acquisitions (i)  4,194        81        1,571        1,215          284                       7,345


By geographical area


                                                        Rest of              Rest of
                                               UK(j)     Europe       USA      World   Eliminations     Total
                                       ----------     --------- --------- ----------   ------------     -----
                                                                       ($ million)
                                                                                    
2001
Group turnover -- third parties (k).....   34,151        29,098    83,757     27,212             --    174,218
               -- sales between areas...   13,467         7,603       939      6,699        (28,708)        --
                                          -------       -------   -------    -------        -------    -------
                                           47,618        36,701    84,696     33,911        (28,708)   174,218
                                          -------       -------   -------    -------        -------
Share of sales by joint ventures........       13            30       318        810             --      1,171
                                                                                                       -------
                                                                                                       175,389
                                                                                                       -------
Equity accounted income (c).............       11           235       309        648                     1,203
                                          -------       -------   -------    -------                   -------
Total replacement cost operating
  profit (d) ...........................    2,668         1,814     7,049      4,604                    16,135
Exceptional items (e)...................     (319)           33       289        532                       535
Inventory holding gains (losses)........     (225)         (444)   (1,014)      (217)                   (1,900)
                                          -------       -------   -------    -------                   -------
Historical cost profit before
  interest and tax......................    2,124         1,403     6,324      4,919                    14,770
                                          -------       -------   -------    -------                   -------
Total assets (f)........................   29,951        15,287    62,254     33,666                   141,158
Operating capital employed (g)..........   19,477         7,346    44,292     30,064                   101,179
Depreciation and amounts provided (h)...    2,159           513     4,829      1,487                     8,988
Capital expenditure and acquisitions (i)    2,128         1,787     6,160      4,049                    14,124





                                       F - 91


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 44 -- Business and geographical analysis (continued)



                                                        Rest of              Rest of
                                               UK(j)     Europe       USA      World   Eliminations     Total
                                       ----------     --------- --------- ----------   ------------     -----
                                                                       ($ million)
                                                                                    
2000
Group turnover -- third parties (k)....    34,430        18,642     70,255    24,735                  148,062
               -- sales between areas      10,970         1,911        829     6,279        (19,989)       --
                                          -------       -------    -------   -------        -------   -------
                                           45,400        20,553     71,084    31,014        (19,989)  148,062
                                          -------       -------    -------   -------        -------
Share of sales by joint ventures.......     3,314        12,316        270       686         (2,822)   13,764
                                                                                                      -------
                                                                                                      161,826
                                                                                                      -------
Equity accounted income (c)............       144           525        290       641                    1,600
                                          -------       -------    -------   -------                  -------
Total replacement cost operating
  profit (d) ..........................     3,773         2,013      7,296     4,674                   17,756
Exceptional items (e)..................        12           (19)       459      (232)                     220
Inventory holding gains (losses).......       103           107        387       131                      728
                                          -------       -------    -------   -------                  -------
Historical cost profit before
  interest and tax.....................     3,888         2,101      8,142     4,573                   18,704
                                          -------       -------    -------   -------                  -------
Total assets (f).......................    35,713        14,584     62,141    31,500                  143,938
Operating capital employed (g).........    20,093         7,087     44,657    28,857                  100,694
Depreciation and amounts provided (h)..     1,945           373      4,088     1,307                    7,713
Capital expenditure and acquisitions (i)    7,438         2,041     34,037     4,097                   47,613

1999
Group turnover -- third parties (k).....   25,817         5,332     37,405    15,012                   83,566
               -- sales between areas       4,406           641      1,381     4,453        (10,881)       --
                                          -------       -------    -------   -------        -------   -------
                                           30,223         5,973     38,786    19,465        (10,881)   83,566
                                          -------       -------    -------   -------        -------
Share of sales by joint ventures            3,988        16,114        155       342         (2,985)   17,614
                                                                                                      -------
                                                                                                      101,180
                                                                                                      -------
Equity accounted income (c).............       48           619        198       293                    1,158
                                          -------       -------    -------   -------                  -------
Total replacement cost operating
  profit (d) ...........................    2,111         1,167      3,001     2,615                    8,894
Exceptional items (e)...................     (237)         (258)      (983)     (802)                  (2,280)
Inventory holding gains (losses)........      151           494        839       244                    1,728
                                          -------       -------    -------   -------                  -------
Historical cost profit before
  interest and tax......................    2,025         1,403      2,857     2,057                    8,342
                                          -------       -------    -------   -------                  -------
Total assets (f)........................   22,867         8,865     38,223    19,606                   89,561
Operating capital employed (g)..........   14,298         4,884     27,426    16,312                   62,920
Depreciation and amounts provided (h)...    1,582           261      2,358     1,152                    5,353
Capital expenditure and acquisitions (i)    1,518           831      2,963     2,033                    7,345


----------

(a)  Other  businesses and corporate  comprises  Finance,  BP Solar, the Group's
     coal asset and aluminium  asset,  its investment in PetroChina and Sinopec,
     interest income and costs relating to corporate activities worldwide.

(b)  Sales and  transfers  between  businesses  are made at market prices taking
     into account the volumes involved.

(c)  Equity  accounted  income  (loss)  represents  the Group's  share of income
     (loss) before  interest  expense and taxes of joint ventures and associated
     undertakings.

(d)  Total  replacement cost operating profit (loss) is before inventory holding
     gains  and  losses  and  interest  expense,  which is  attributable  to the
     corporate function.



                                       F - 92


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 44 -- Business and geographical analysis (concluded)

(e)  Exceptional  items  comprise  profit  on sale of fixed  assets  and sale of
     businesses or  termination of operations of $535 million in 2001 (2000 $220
     million profit and 1999 $337 million loss) and restructuring  costs in 1999
     of $1,943 million.

(f)  Total assets  comprise fixed and current assets and include  investments in
     joint ventures and associated  undertakings  analyzed between activities as
     follows:



                                                                                Other
                              Exploration     Gas    Refining              businesses
                                      and     and         and                     and
                               Production   Power   Marketing   Chemicals   corporate(a)    Total
                               ----------   -----   ---------   ---------  ----------       -----
                                                          ($ million)
                                                                          

2001..........................      5,326     857       1,675       1,416         154       9,428
                                    -----   -----       -----       -----       -----       -----
2000..........................      5,093     744       1,220       1,155         127       8,339
                                    -----   -----       -----       -----       -----       -----
1999..........................      2,550     762       4,771       1,350         105       9,538
                                    -----   -----       -----       -----       -----       -----


(g)  Operating  capital employed  comprises net assets before deducting  finance
     debt and liabilities for current and deferred taxation.

(h)  Depreciation   consists  of  charges  for   depreciation,   depletion   and
     amortization  of property,  plant and  equipment,  exploration  expense and
     amounts provided against fixed asset investments.

(i)  Capital  expenditure  and  acquisitions  includes  $170 million in 2000 and
     $624 million in 1999 for the BP/Mobil joint venture.

(j)  United  Kingdom  area  includes the UK-based  international  activities  of
     Refining and Marketing.

(k)  Turnover  to third  parties  is stated by  origin  which is not  materially
     different from turnover by destination.

Note 45 -- Summarized  financial  information  on joint  ventures and associated
undertakings

     A summarized statement of income and assets and liabilities based on latest
information  available,  with  respect to the  Group's  equity  accounted  joint
ventures and associated undertakings, is set out below:



                                                                 Years ended December 31,
                                                                 ------------------------
                                                                   2001     2000     1999
                                                                 ------   ------   ------
                                                                      ($ million)
                                                                              
Sales and other operating revenue....................            27,503   45,335   41,180
Gross profit.........................................             5,164    8,968    7,715
Profit for the year..................................             3,105    4,219    2,641
                                                                 ======   ======   ======




                                                                           At December 31,
                                                                          -----------------
                                                                            2001       2000
                                                                          ------     ------
                                                                             ($ million)
                                                                               
Fixed and other assets...............................                     25,175     24,893
Current assets.......................................                     14,402     12,606
                                                                          ------     ------
                                                                          39,577     37,499
Current liabilities..................................                    (10,022)    (9,271)
Noncurrent liabilities...............................                     (9,365)   (10,628)
                                                                          ------     ------
Net assets...........................................                     20,190     17,600
                                                                          ======     ======




                                       F - 93


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 45 -- Summarized  financial  information  on joint  ventures and associated
undertakings (concluded)

     The more important joint ventures and associated  undertakings of the Group
at December 31, 2001 and the percentage of equity capital owned or joint venture
interest are:



                                                        %     Country of operation    Principal activities
                                                        --    --------------------    --------------------
                                                                          
Associated undertakings
Abu Dhabi Marine Areas.............................    37     Abu Dhabi               Crude oil production
Abu Dhabi Petroleum................................    24     Abu Dhabi               Crude oil production
BP Solvay Polyethylene North America...............    49     USA                     Chemicals
China American Petroleum Co........................    50     Taiwan                  Chemicals
Ruhrgas............................................    25     Germany                 Gas distribution
Rusia Petroleum....................................    25     Russia                  Exploration and production
Sidanco (a)........................................    11     Russia                  Integrated oil operations
Joint ventures
BP Solvay Polyethylene Europe......................    50     Europe                  Chemicals
CaTO Finance Partnership...........................    50     UK                      Finance
Lukarco............................................    46     Kazakhstan              Exploration and production, pipelines
Malaysia - Thailand Joint Development Area.........    25     Thailand                Exploration and Production
Pan American Energy................................    60     Argentina               Exploration and Production
Unimar Company Texas (Partnership).................    50     Indonesia               Exploration and Production
Watson Cogeneration................................    51     USA                     Power generation


----------

(a)   25% voting interest.

Note 46 -- Transfer of natural gas liquids business

     With effect from  January 1, 2001,  the NGL  business in North  America was
transferred   from  Refining  and  Marketing  to  Gas  and  Power.   Comparative
information for 2000 and 1999 has been restated to reflect this change.




December 31, 2000                                       As restated             As reported
                                                   ---------------------   ---------------------
                                                   Gas and  Refining and   Gas and  Refining and
                                                     Power     Marketing     Power     Marketing
                                                   -------  ------------   -------  ------------
                                                      ($ million except for number of employees)

                                                                            
Turnover.......................................     21,013       107,883    16,081       112,815
                                                  --------      --------  --------      --------
Group replacement cost operating profit........        409         2,924        24         3,309
Joint ventures.................................         --           433        --           433
Associated undertakings........................        162           166       162           166
                                                  --------      --------  --------      --------
Total replacement cost operating profit........        571         3,523       186         3,908
Exceptional items..............................          1            98        --            99
                                                  --------      --------  --------      --------
Replacement cost profit before interest and tax        572         3,621       186         4,007
                                                  --------      --------  --------      --------
Inventory holding gains (losses)...............         11           620        11           620
                                                  --------      --------  --------      --------
Capital expenditure and acquisitions...........        336         8,693       279         8,750
                                                  --------      --------  --------      --------
Operating capital employed.....................      2,997        27,804     1,735        29,066
                                                  --------      --------  --------      --------
Tangible assets................................      1,322        17,619       472        18,469
                                                  --------      --------  --------      --------
Number of employees -- year end................      1,600        67,100     1,000        67,700
                                                  --------      --------  --------      --------
Number of employees -- average.................      1,500        59,800       900        60,400
                                                  ========      ========  ========      ========




                                       F - 94


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 46 -- Transfer of natural gas liquids business (concluded)



December 31, 1999                                        As restated             As reported
                                                   ---------------------   ---------------------
                                                   Gas and  Refining and   Gas and  Refining and
                                                     Power     Marketing     Power     Marketing
                                                   -------  ------------   -------  ------------
                                                     ($ million except for number of employees)

                                                                          
Turnover.......................................      8,074        60,142     5,323       62,893
                                                  --------      --------  --------     --------
Group replacement cost operating profit........        258         1,111        32        1,337
Joint ventures.................................         --           380        --          380
Associated undertakings........................        179           123       179          123
                                                  --------      --------  --------     --------
Total replacement cost operating profit........        437         1,614       211        1,840
Exceptional items..............................         (1)         (319)       14         (334)
                                                  --------      --------  --------     --------
Replacement cost profit before interest and tax        436         1,295       225        1,506
                                                  --------      --------  --------     --------
Inventory holding gains (losses)...............         --         1,613        --        1,613
                                                  --------      --------  --------     --------
Number of employees -- year end................      1,400        44,650       800       45,250
                                                  --------      --------  --------     --------
Number of employees -- average.................      1,400        47,900       800       48,500
                                                  ========      ========  ========     ========


Note 47 -- Condensed consolidating information on certain US subsidiaries

     BP p.l.c. fully and unconditionally guarantees certain publicly issued debt
of its  100%  owned  subsidiary  BP  America  Inc.  BP  p.l.c.  also  fully  and
unconditionally  guarantees the payment obligations of its 100% owned subsidiary
BP  Exploration  (Alaska)  Inc.  under the BP Prudhoe  Bay  Royalty  Trust.  The
following  financial   information  for  BP  p.l.c.,  BP  America  Inc.  and  BP
Exploration   (Alaska)   Inc.  and  all  other   subsidiaries   on  a  condensed
consolidating  basis is  intended  to  provide  investors  with  meaningful  and
comparable  financial  information about BP p.l.c. and its subsidiary issuers of
debt securities and is provided  pursuant to Rule 3-10 of Regulation S-X in lieu
of the separate  financial  statements of each subsidiary  issuer of public debt
securities.  Investments include the investments in subsidiaries  recorded under
the equity  method for the  purposes of the  condensed  consolidating  financial
information.  Equity income of  subsidiaries is the Group's share of replacement
cost  operating  profit  related  to  such  investments.  The  eliminations  and
reclassifications  column  includes  the  necessary  amounts  to  eliminate  the
intercompany  balances and transactions  between BP p.l.c.,  BP America Inc., BP
Exploration (Alaska) Inc. and other subsidiaries.




                                       F - 95


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 47 --  Condensed  consolidating  information  on  certain  US  subsidiaries
(continued)

Income statement


                                             Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 2001

Turnover ..................................    1,243          1,919         --           174,146                (1,919)  175,389
Less: Joint ventures.......................       --             --         --             1,171                    --     1,171
                                             -------        -------    -------           -------               -------   -------
Group turnover.............................    1,243          1,919         --           172,975                (1,919)  174,218
Replacement cost of sales..................    1,351            971         --           146,753                (2,182)  146,893
Production taxes...........................       --            192         --             1,497                    --     1,689
                                             -------        -------    -------           -------               -------   -------
Gross profit...............................     (108)           756         --            24,725                   263    25,636
Distribution and administration expenses...       21              5        846            10,046                    --    10,918
Exploration expense........................       --             55         --               425                    --       480
                                             -------        -------    -------           -------               -------   -------
                                                (129)           696       (846)           14,254                   263    14,238
Other income...............................      317              1      1,365               351                (1,340)      694
                                             -------        -------     -------           -------               -------   -------
Group replacement cost operating profit....      188            697        519            14,605                (1,077)   14,932
Share of profits of joint ventures.........       --             --         --               443                    --       443
Share of profits of associated undertakings       --             --         --               760                    --       760
Equity-accounted income of subsidiaries....   12,460            552     16,761                --               (29,773)       --
                                             -------        -------    -------           -------               -------   -------
Total replacement cost operating profit....   12,648          1,249     17,280            15,808               (30,850)   16,135
Profit (loss) on sale of businesses
 or termination of operations..............       --             --        (68)               --                    --       (68)
Profit (loss) on sale of fixed assets......      517              1        601               760                (1,276)      603
                                             -------        -------    -------           -------               -------   -------
Replacement cost profit
 before interest and tax...................   13,165          1,250     17,813            16,568               (32,126)   16,670
Inventory holding gains (losses)...........   (1,087)           (11)    (1,900)           (1,896)                2,994    (1,900)
                                             -------        -------    -------           -------               -------   -------
Historical cost profit
 before interest and tax...................   12,078          1,239     15,913            14,672               (29,132)   14,770
Interest expense...........................    1,657            101      2,886             2,567                (5,541)    1,670
                                             -------        -------    -------           -------               -------   -------
Profit before taxation.....................   10,421          1,138     13,027            12,105               (23,591)   13,100
Taxation...................................    3,617            272      5,017             4,896                (8,785)    5,017
                                             -------        -------    -------           -------               -------   -------
Profit after taxation......................    6,804            866      8,010             7,209               (14,806)    8,083
Minority shareholders' interest............       --             --         --                73                    --        73
                                             -------        -------    -------           -------               -------   -------
Profit for the year........................    6,804            866      8,010             7,136               (14,806)    8,010
                                             =======        =======    =======           =======               =======   =======



                                       F - 96


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 47 --  Condensed  consolidating  information  on  certain  US  subsidiaries
(continued)

Income statement (continued)

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



                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 2001

 Profit as reported..........................  6,804            866     8,010              7,136               (14,806)    8,010
 Adjustments:
   Deferred taxation/business combinations... (1,611)          (265)   (2,141)            (1,642)                3,518    (2,141)
   Provisions................................    (32)            (5)     (182)              (177)                  214      (182)
   Impairment................................   (911)            --      (911)              (911)                1,822      (911)
   Sale and leaseback........................    (36)            --       (36)               (36)                   72       (36)
   Goodwill..................................    (68)            --       (68)               (68)                  136       (68)
   Derivative financial instruments..........    (73)            --      (313)              (313)                  386      (313)
   Gain arising on asset exchange............    123             --       157                157                  (280)      157
   Other.....................................     --             --        10                 10                   (10)       10
                                            --------       --------  --------           --------              --------   -------
Profit for the year before cumulative
 effect of accounting change as adjusted
 to accord with US GAAP...................     4,196            596     4,526              4,156                (8,948)    4,526
Cumulative effect of accounting change:
 Derivative financial instruments.........       (13)            --      (362)              (362)                  375      (362)
                                            --------       --------  --------           --------              --------   -------
Profit for the year as adjusted to
 accord with US GAAP......................     4,183            596     4,164              3,794                (8,573)    4,164
                                            ========       ========  ========           ========              ========   =======



                                       F - 97


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 47 --  Condensed  consolidating  information  on  certain  US  subsidiaries
(continued)

Income statement (continued)


                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 2000

Turnover ..................................       --          2,665        --            161,826                (2,665)  161,826
Less: Joint ventures.......................       --             --        --             13,764                    --    13,764
                                            --------       --------  --------           --------              --------   -------
Group turnover.............................       --          2,665        --            148,062                (2,665)  148,062
Replacement cost of sales..................       70          1,126        --            122,366                (2,842)  120,720
Production taxes...........................       --            276        --              1,785                    --     2,061
                                            --------       --------  --------           --------              --------   -------
Gross profit...............................      (70)         1,263        --             23,911                   177    25,281
Distribution and administration expenses...        1             25       603              8,702                    --     9,331
Exploration expense........................       --             26        --                573                    --       599
                                            --------       --------  --------           --------              --------   -------
                                                 (71)         1,212      (603)            14,636                   177    15,351
Other income...............................      249            (12)      545                562                  (539)      805
                                            --------       --------  --------           --------              --------   -------
Group replacement cost
 operating profit..........................      178          1,200       (58)            15,198                  (362)   16,156
Share of profits of joint ventures.........       --             --        --                808                    --       808
Share of profits of associated undertakings       --             --        --                792                    --       792
Equity-accounted income of subsidiaries....   12,519            282    18,155                 --               (30,956)       --
                                            --------       --------  --------           --------              --------   -------
Total replacement cost operating profit....   12,697          1,482    18,097             16,798               (31,318)   17,756
Profit (loss) on sale of businesses
 or termination of operations..............      (11)            --    26,049                (90)              (25,816)      132
Profit (loss) on sale of fixed assets......      452             (1)       88                111                  (562)       88
                                            --------       --------  --------           --------              --------   -------
Replacement cost profit
 before interest and tax...................   13,138          1,481    44,234             16,819               (57,696)   17,976
Inventory holding gains (losses)...........      444             (6)      728                728                (1,166)      728
                                            --------       --------  --------           --------              --------   -------
Historical cost profit
 before interest and tax...................   13,582          1,475    44,962             17,547               (58,862)   18,704
Interest expense...........................    1,347             22     2,203              1,727                (3,529)    1,770
                                            --------       --------  --------           --------              --------   -------
Profit before taxation.....................   12,235          1,453    42,759             15,820               (55,333)   16,934
Taxation...................................    3,503            552     4,972              4,764                (8,819)    4,972
                                            --------       --------  --------           --------              --------   -------
Profit after taxation......................    8,732            901    37,787             11,056               (46,514)   11,962
Minority shareholders' interest............       --             --        --                 92                    --        92
                                            --------       --------  --------           --------              --------   -------
Profit for the year........................    8,732            901    37,787             10,964               (46,514)   11,870
                                            ========       ========  ========           ========              ========   =======





                                       F - 98


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 47 --  Condensed  consolidating  information  on  certain  US  subsidiaries
(continued)

Income statement (continued)

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



                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 2000

 Profit as reported..........................  8,732            901     37,787            10,964               (46,514)   11,870
 Adjustments:
   Deferred taxation/business combinations... (1,515)           (47)   (1,588)            (1,426)                2,988    (1,588)
   Provisions................................    (24)           (18)      (68)               (50)                   92       (68)
   Sale and leaseback........................    (34)            --       (34)               (34)                   68       (34)
   Goodwill..................................    (48)            --       (48)               (48)                   96       (48)
   Other.....................................     --             --        51                 51                   (51)       51
                                            --------       --------  --------           --------              --------   -------
Profit for the year as adjusted to
 accord with US GAAP.........................  7,111            836    36,100              9,457               (43,321)   10,183
                                            ========       ========  ========           ========              ========   =======






                                      F - 99


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 47 --  Condensed  consolidating  information  on  certain  US  subsidiaries
(continued)

Income statement (continued)


                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
Year ended December 31, 1999

Turnover ..................................       --          2,065        --            101,180                (2,065)  101,180
Less: Joint ventures.......................       --             --        --             17,614                    --    17,614
                                            --------       --------  --------           --------              --------   -------
Group turnover.............................       --          2,065        --             83,566                (2,065)   83,566
Replacement cost of sales..................       --          1,487        --             69,214                (2,086)   68,615
Production taxes...........................       --            272        --                745                    --     1,017
                                            --------       --------  --------           --------              --------   -------
Gross profit...............................       --            306        --             13,607                    21    13,934
Distribution and administration expenses...       67             36       473              5,488                    --     6,064
Exploration expense........................       --             22        --                526                    --       548
                                            --------       --------  --------           --------              --------   -------
                                                 (67)           248      (473)             7,593                    21     7,322
Other income...............................       14             --       465                398                  (463)      414
                                            --------       --------  --------           --------              --------   -------
Group replacement cost operating profit....      (53)           248        (8)             7,991                  (442)    7,736
Share of profits of joint ventures.........       --             --        --                555                    --       555
Share of profits of associated undertakings       --             --        --                603                    --       603
Equity-accounted income of subsidiaries....   5,545            134     9,206                 --               (14,885)       --
                                            --------       --------  --------           --------              --------   -------
Total replacement cost
 operating profit..........................    5,492            382     9,198              9,149               (15,327)    8,894
Profit (loss) on sale of businesses
 or termination of operations..............        2             --       356                339                  (334)      363
Profit (loss) on sale of fixed assets......      252             --      (700)              (700)                  448      (700)
Restructuring costs........................   (1,263)           (61)   (1,943)            (1,799)                3,123    (1,943)
                                            --------       --------  --------           --------              --------   -------
Replacement cost profit
 before interest and tax...................    4,483            321     6,911              6,989               (12,090)    6,614
Inventory holding gains (losses)...........      858             40     1,728              1,728                (2,626)    1,728
                                            --------       --------  --------           --------              --------   -------
Historical cost profit
 before interest and tax...................    5,341            361     8,639              8,717               (14,716)    8,342
Interest expense...........................      985             41     1,758              1,441                (2,909)    1,316
                                            --------       --------  --------           --------              --------   -------
Profit before taxation.....................    4,356            320     6,881              7,276               (11,807)    7,026
Taxation...................................      803             78     1,880              1,881                (2,762)    1,880
                                            --------       --------  --------           --------              --------   -------
Profit after taxation......................    3,553            242     5,001              5,395                (9,045)    5,146
Minority shareholders' interest............       --             --        --                138                    --       138
                                            --------       --------  --------           --------              --------   -------
Profit for the year........................    3,553            242     5,001              5,257                (9,045)    5,008
                                            ========       ========  ========           ========              ========   =======





                                      F - 100


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 47 --  Condensed  consolidating  information  on  certain  US  subsidiaries
(continued)

Income statement (concluded)

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



                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 1999

Profit as reported.........................    3,553            242      5,001             5,257                (9,045)    5,008
Adjustments:
  Deferred taxation/business combinations..      (88)            37      (466)              (461)                  512      (466)
  Provisions...............................       27              7         9                 (6)                  (28)        9
  Sale and leaseback.......................       62             --        62                 62                  (124)       62
  Other...................................        --             --       (17)               (17)                   17       (17)
                                            --------       --------   --------          --------              --------   -------
Profit for the year as adjusted to
 accord with US GAAP.........                  3,554            286      4,589             4,835                (8,668)    4,596
                                            ========       ========   ========          ========              ========   =======





                                      F - 101


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note  47 --  Condensed  consolidating  information  on  certain  US subsidiaries
(continued)

Balance sheet


                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
At December 31, 2001
Fixed assets
Intangible assets..........................    1,190             489        --            15,104                (1,190)   15,593
Tangible assets............................       --           6,418        --            70,992                    --    77,410
Investments
   Joint ventures..........................       --             --         --             3,861                    --     3,861
   Associated undertakings.................       --             --          3             5,564                    --     5,567
   Other...................................       --             --        266             2,353                    --     2,619
   Subsidiaries - equity accounted basis...   72,879          1,941     86,083                --              (160,903)       --
                                            --------       --------   --------          --------              --------   -------
                                              72,879          1,941     86,352            11,778              (160,903)   12,047
                                            --------       --------   --------          --------              --------   -------
Total fixed assets.........................   74,069          8,848     86,352            97,874              (162,093)  105,050
                                            --------       --------   --------          --------              --------   -------
Current assets
Business held for resale...................       --             --         --                --                    --        --
Inventories................................        5             92         --             7,534                    --     7,631
Receivables - amounts falling due:
   Within one year.........................    2,090            132      2,700            28,745               (11,679)   21,988
   After more than one year................    5,597         15,201     18,572            19,905               (54,594)    4,681
Investments................................       22             --         --               428                    --       450
Cash at bank and in hand...................       (2)           (29)         3             1,386                    --     1,358
                                            --------       --------   --------          --------              --------   -------
                                               7,712         15,396     21,275            57,998               (66,273)   36,108
                                            --------       --------   --------          --------              --------   -------
Current liabilities - amounts falling
 due within one year
Finance debt...............................    5,190            406        --              6,302                (2,808)    9,090
Other payables.............................       89            252     7,642             29,707                (9,166)   28,524
                                            --------       --------   --------          --------              --------   -------
Net current assets (liabilities)               2,433         14,738    13,633             21,989               (54,299)   (1,506)
                                            --------       --------   --------          --------              --------   -------
Total assets less current liabilities         76,502         23,586    99,985            119,863              (216,392)  103,544
Noncurrent liabilities
Finance debt...............................    4,394             --        --             11,991                (4,058)   12,327
Other payables.............................      824         10,795       191             41,812               (50,536)    3,086
Provisions for liabilities and charges
Deferred taxation..........................       --             --        --              1,655                    --     1,655
Other......................................       48            387       216             10,831                    --    11,482
                                            --------       --------   --------          --------              --------   -------
Net assets.................................   71,236         12,404    99,578             53,574              (161,798)   74,994
Minority shareholders' interest - equity...       --             --        --                627                    --       627
                                            --------       --------   --------          --------              --------   -------
BP shareholders' interest..................   71,236         12,404    99,578             52,947              (161,798)   74,367
                                            ========       ========   ========          ========              ========   =======





                                      F - 102


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note  47 --  Condensed  consolidating  information  on  certain  US subsidiaries
(continued)

Balance sheet (continued)


                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
At December 31, 2001
Capital and reserves
Capital shares............................         8          1,050      5,629                --                (1,058)    5,629
Paid in surplus...........................    32,267          3,145      4,014                --               (35,412)    4,014
Merger reserve............................        --             --     26,286               697                    --    26,983
Other reserves............................        --             --        223                --                    --       223
Retained earnings.........................    38,961          8,209     63,426            52,250              (125,328)   37,518
                                            --------       --------   --------          --------              --------   -------
                                              71,236         12,404     99,578            52,947              (161,798)   74,367
                                            ========       ========   ========          ========              ========   =======



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



                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
BP shareholders' interest as reported......   71,236         12,404     99,578            52,947              (161,798)   74,367
Adjustments:
  Deferred taxation/business combinations..   (8,626)        (1,573)   (10,029)           (8,287)               18,486   (10,029)
  Provisions...............................     (585)          (186)    (1,054)           (1,141)                1,912    (1,054)
  Sale and leaseback.......................     (134)            --       (134)             (134)                  268      (134)
  Goodwill.................................     (348)            --       (348)             (348)                  696      (348)
  Derivative financial instruments.........      (86)            --       (675)             (675)                  761      (675)
  Gain arising on asset exchange...........      123             --        157               157                  (280)      157
  Ordinary shares held for future awards
   to employees............................       --             --       (266)             (266)                  266      (266)
  Dividends................................       --             --      1,288             1,288                (1,288)    1,288
  Investments..............................       32             --         (2)               (2)                  (30)       (2)
  Additional minimum pension liability.....     (912)            --       (942)             (942)                1,854      (942)
  Other....................................       --             --        (40)              (40)                   40       (40)
                                            --------       --------   --------          --------              --------   -------
BP shareholders' interest as adjusted
 to accord with US GAAP....................   60,700         10,645     87,533            42,557              (139,113)   62,322
                                            --------       --------   --------          --------              --------   -------





                                      F - 103


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 47 --  Condensed  consolidating  information  on  certain  US  subsidiaries
(continued)

Balance sheet (continued)


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
At December 31, 2000
Fixed assets
Intangible assets..........................    1,330            512         --            16,381                (1,330)   16,893
Tangible assets............................        7          5,942         --            69,224                    --    75,173
Investments
   Joint ventures..........................       --             --         --             2,884                    --     2,884
   Associated undertakings.................       --             --          3             5,452                    --     5,455
   Other...................................       --             --        360             3,054                    --     3,414
   Subsidiaries - equity accounted basis...   66,114            619     77,826                --              (144,559)       --
                                            --------       --------   --------          --------              --------   -------
                                              66,114            619     78,189            11,390              (144,559)   11,753
                                            --------       --------   --------          --------              --------   -------
Total fixed assets.........................   67,451          7,073     78,189            96,995              (145,889)  103,819
                                            --------       --------   --------          --------              --------   -------
Current assets
Business held for resale...................       --             --         --               636                    --       636
Inventories................................       --             75         --             9,159                    --     9,234
Receivables - amounts falling due:
   Within one year.........................    1,788          1,335      3,929            23,490                (6,734)   23,808
   After more than one year................   10,004         13,576     19,466             5,782               (44,218)    4,610
Investments................................        5             --         --               656                    --       661
Cash at bank and in hand...................       --            (32)         2             1,200                    --     1,170
                                            --------       --------   --------          --------              --------   -------
                                              11,797         14,954     23,397            40,923               (50,952)   40,119
                                            --------       --------   --------          --------              --------   -------
Current liabilities - amounts falling
 due within one year
Finance debt...............................    8,531             --         --             5,969                (8,082)    6,418
Other payables.............................      119            644      2,582            38,784               (10,019)   32,110
                                            --------       --------   --------          --------              --------   -------
Net current assets (liabilities)               3,147         14,310     20,815            (3,830)              (32,851)    1,591
                                            --------       --------   --------          --------              --------   -------
Total assets less current liabilities         70,598         21,383     99,004            93,165              (178,740)  105,410
Noncurrent liabilities
Finance debt...............................      870          1,150         --            13,902                (1,150)   14,772
Other payables.............................    5,246          9,482        178            18,820               (29,884)    3,842
Provisions for liabilities
 and charges
Deferred taxation..........................       --             (5)        --             1,827                    --     1,822
Other......................................       49            269        197            10,458                    --    10,973
                                            --------       --------   --------          --------              --------   -------
Net assets.................................   64,433         10,487     98,629            48,158              (147,706)   74,001
Minority shareholders' interest - equity...       --             --         --               585                    --       585
                                            --------       --------   --------          --------              --------   -------
BP shareholders' interest..................   64,433         10,487     98,629            47,573              (147,706)   73,416
                                            ========       ========   ========          ========              ========   =======





                                       F - 104


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note  47 -- Condensed  consolidating  information  on  certain  US  subsidiaries
(continued)

Balance sheet (concluded)


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
At December 31, 2000
Capital and reserves
Capital shares...........................          8             --      5,653                --                    (8)    5,653
Paid in surplus..........................     32,267          3,145      3,770                --               (35,412)    3,770
Merger reserve...........................         --             --     26,172               697                    --    26,869
Other reserves...........................         --             --        456                --                    --       456
Retained earnings........................     32,158          7,342     62,578            46,876              (112,286)   36,668
                                            --------       --------   --------          --------              --------   -------
                                              64,433         10,487     98,629            47,573              (147,706)   73,416
                                            ========       ========   ========          ========              ========   =======



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



                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
BP shareholders' interest as reported.......  64,433         10,487     98,629            47,573              (147,706)   73,416
Adjustments:
  Deferred taxation/business combinations...  (7,141)        (1,353)    (7,983)           (6,949)               15,443    (7,983)
  Provisions................................    (716)          (183)      (913)             (497)                1,396      (913)
  Sale and leaseback........................    (104)            --       (104)             (104)                  208      (104)
  Goodwill..................................     631             --        631               631                (1,262)      631
  Ordinary shares held for future awards
   to employees.............................      --             --       (360)             (360)                  360      (360)
  Dividends.................................      --             --      1,178             1,178                (1,178)    1,178
  Investments...............................     (52)            --       (112)             (112)                  164      (112)
  Additional minimum pension liability......     (25)            --       (145)             (145)                  170      (145)
  Other.....................................      --             --        (94)              (54)                   94       (54)
                                            --------       --------   --------          --------              --------   -------
BP shareholders' interest as adjusted
 to accord with US GAAP.....................  57,026          8,951     90,727            41,161              (132,311)   65,554
                                            ========       ========   ========          ========              ========   =======





                                      F - 105


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note  47 --  Condensed  consolidating  information  on  certain  US subsidiaries
(continued)

Cash flow statement


                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 2001
Net cash inflow (outflow) from
 operating activities.......................     306            956      6,199            17,943                (2,995)   22,409
Dividends from joint ventures...............      --             --         --               104                    --       104
Dividends from associated undertakings......      --             --         --               528                    --       528
Dividends from subsidiaries.................     925             --      1,537                --                (2,462)       --
Net cash inflow (outflow) from servicing
 of finance and returns on investments......     (32)            --      1,218            (2,134)                   --      (948)
Tax paid ...................................  (1,682)          (345)        (1)           (2,632)                   --    (4,660)
Net cash inflow (outflow) for capital
 expenditure and financial investment.......    (717)        (1,870)       (33)           (7,229)                   --    (9,849)
Net cash inflow for acquisitions
 and disposals..............................      --             --     (2,995)           (1,755)                2,995    (1,755)
Equity dividends paid.......................      --             --     (4,827)           (2,462)                2,462    (4,827)
                                            --------       --------   --------          --------              --------   -------
Net cash inflow (outflow)...................  (1,200)        (1,259)     1,098             2,363                    --     1,002
                                            ========       ========   ========          ========              ========   =======
Financing...................................  (1,198)        (1,262)     1,097             2,335                    --       972
Management of liquid resources..............      --             --         --              (211)                   --      (211)
Increase in cash............................      (2)             3          1               239                    --       241
                                            --------       --------   --------          --------              --------   -------
                                              (1,200)        (1,259)     1,098             2,363                    --     1,002
                                            ========       ========   ========          ========              ========   =======



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



                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
Net cash provided by (used in)
 operating activities....................       (483)           611      8,953            13,809                (5,322)   17,568
Net cash provided by (used in)
 investing activities....................       (717)        (1,870)    (3,028)           (8,984)                2,914   (11,685)
Net cash provided by (used in)
 financing activities....................      1,198          1,262     (5,924)           (4,797)                2,408    (5,853)
Currency translation differences relating
 to cash and cash equivalents............         --             --         --               (53)                   --       (53)
                                            --------       --------   --------          --------              --------   -------
Increase (decrease) in cash and
 cash equivalents........................         (2)             3          1               (25)                   --       (23)
Cash and cash equivalents
 at beginning of year....................         --            (32)         2             1,861                    --     1,831
                                            --------       --------   --------          --------              --------   -------
Cash and cash equivalents
 at end of year..........................         (2)           (29)         3             1,836                    --     1,808
                                            ========       ========   ========          ========              ========   =======





                                      F - 106


                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note  47 --  Condensed consolidating  information  on  certain  US  subsidiaries
(continued)

Cash flow statement (continued)



                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 2000
Net cash inflow (outflow) from
 operating activities......................     (460)         1,683    (12,830)            8,418                23,605    20,416
Dividends from joint ventures..............       --             --         --               645                    --       645
Dividends from associated undertakings.....       --             --         --               394                    --       394
Dividends from subsidiaries................      899             --        793                --                (1,692)       --
Net cash inflow (outflow) from servicing
 of finance and returns on investments.....     (216)            (1)       431            (1,106)                   --      (892)
Tax paid ..................................     (397)          (754)         5            (5,052)                   --    (6,198)
Net cash inflow (outflow) for capital......
 expenditure and financial investment......       --           (552)       (64)           (6,456)                   --    (7,072)
Net cash inflow for acquisitions
 and disposals.............................       12             45     18,118             6,295               (23,605)      865
Equity dividends paid......................       --             --     (4,415)           (1,692)                1,692    (4,415)
                                            --------       --------   --------          --------              --------   -------
Net cash inflow (outflow)..................     (162)           421      2,038             1,446                    --     3,743
                                            ========       ========   ========          ========              ========   =======
Financing..................................      (95)           435      2,039             1,034                    --     3,413
Management of liquid resources.............       --             --         --               452                    --       452
Increase in cash...........................      (67)           (14)        (1)              (40)                   --      (122)
                                            --------       --------   --------          --------              --------   -------
                                                (162)           421      2,038             1,446                    --     3,743
                                            ========       ========   ========          ========              ========   =======


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



                                            Issuer       Issuer      Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
Net cash provided by (used in)
 operating activities.......................   (174)            928    (11,601)            3,395                22,056    14,604
Net cash provided by (used in)
 investing activities.......................     11            (507)    18,054              (161)              (23,723)   (6,326)
Net cash provided by (used in)
 financing activities.......................     96            (435)    (6,454)           (2,726)                1,667    (7,852)
Currency translation differences relating
 to cash and cash equivalents...............     --              --         --               (50)                   --       (50)
                                            --------       --------   --------          --------              --------   -------
Increase (decrease) in cash and
 cash equivalents...........................    (67)            (14)        (1)              458                    --       376
Cash and cash equivalents
 at beginning of year.......................     67             (18)         3             1,403                    --     1,455
                                            --------       --------   --------          --------              --------   -------
Cash and cash equivalents
 at end of year.............................     --             (32)         2             1,861                    --     1,831
                                            ========       ========   ========          ========              ========   =======





                                      F - 107


                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note  47 --  Condensed   consolidating  information  on  certain US subsidiaries
(concluded)

Cash flow statement (concluded)



                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
For the year ended December 31, 1999
Net cash inflow from
 operating activities......................       10            739        282            10,468                (1,209)   10,290
Dividends from joint ventures..............       --             --         --               949                    --       949
Dividends from associated undertakings.....       --             --         --               219                    --       219
Dividends from subsidiaries................       --             --      4,577                --                (4,577)       --
Net cash inflow (outflow) from servicing
 of finance and returns on investments.....     (375)            --        438            (1,066)                   --    (1,003)
Tax paid ..................................      124            (62)      (119)           (1,203)                   --    (1,260)
Net cash inflow (outflow) for capital
 expenditure and financial investment......       --           (393)       (77)           (4,915)                   --    (5,385)
Net cash inflow (outflow) for
 acquisitions and disposals................       11              1     (1,209)              231                 1,209       243
Equity dividends paid......................       --             --     (4,135)           (4,577)                4,577    (4,135)
                                            --------       --------   --------          --------              --------   -------
Net cash inflow (outflow)..................     (230)           285       (243)              106                    --       (82)
                                            ========       ========   ========          ========              ========   =======
Financing..................................     (298)           273       (245)             (684)                   --      (954)
Management of liquid resources.............       --             --         --               (93)                   --       (93)
Increase in cash...........................       68             12          2               883                    --       965
                                            --------       --------   --------          --------              --------   -------
                                                (230)           285      (243)               106                    --       (82)
                                            ========       ========   ========          ========              ========   =======



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



                                              Issuer         Issuer   Guarantor
                                          -------------------------------------
                                                                 BP                                       Eliminations
                                          BP America    Exploration         BP             Other                   and        BP
                                                 Inc.  (Alaska) Inc.     p.l.c.     subsidiaries     reclassifications     Group
                                          ----------   ------------    --------     ------------     -----------------    ------
                                                                             ($ million)
                                                                                                        
Net cash provided by (used in)
 operating activities.......................    (240)           677      5,178             9,141                (5,856)    8,900
Net cash provided by (used in)
 investing activities.......................      10           (392)    (1,286)           (4,684)                1,430    (4,922)
Net cash provided by (used in)
 financing activities.......................     298           (273)    (3,890)           (3,893)                4,426    (3,332)
Currency translation differences relating
 to cash and cash equivalents...............      --             --         --                15                    --        15
                                            --------       --------   --------          --------              --------   -------
Increase (decrease) in cash and
 cash equivalents...........................      68             12          2               579                    --       661
Cash and cash equivalents
 at beginning of year.......................      (1)           (30)         1               824                    --       794
                                            --------       --------   --------          --------              --------   -------
Cash and cash equivalents
 at end of year.............................      67            (18)         3             1,403                    --     1,455
                                            ========       ========   ========          ========              ========   =======





                                      F - 108


                      SUPPLEMENTARY OIL AND GAS INFORMATION
                                   (Unaudited)


     The following  tables show estimates of the Group's net proved  reserves of
crude oil and natural gas at December 31, 2001, 2000 and 1999.

Estimated net proved reserves of crude oil (a)



                                                    Rest of               Rest of
                                               UK    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                         (millions of barrels)
                                                                   
2001
Subsidiary undertakings
At January 1
  Developed............................     1,138       213     2,150         817     4,318
  Undeveloped..........................       254       160     1,043         733     2,190
                                         --------  --------  --------    --------  --------
                                            1,392       373     3,193       1,550     6,508
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......       (16)       16       (39)        (58)      (97)
  Purchases of reserves-in-place.......         9        --        --          11        20
  Extensions, discoveries and other additions  94        --       641         552     1,287
  Improved recovery....................        24        29        48          12       113
  Production...........................      (177)      (37)     (243)       (144)     (601)
  Sales of reserves-in-place...........        (1)       --       (11)         (1)      (13)
                                         --------  --------  --------    --------  --------
                                              (67)        8       396         372       709
                                         ========  ========  ========    ========  ========

At December 31
  Developed............................     1,008       269     2,195         836     4,308
  Undeveloped..........................       317       112     1,394       1,086     2,909
                                         --------  --------  --------    --------  --------
                                            1,325       381     3,589(b)    1,922     7,217
                                         ========  ========  ========    ========  ========




Equity-accounted entities
BP share
                                                                             
At January 1.....................................................................     1,135
  Net revisions and other additions..............................................       100
  Production.....................................................................       (76)
                                                                                     ------
At December 31...................................................................     1,159
                                                                                     ======
 Total Group and BP share of equity-accounted entities...........................     8,376
                                                                                     ======




                                      F - 109


                SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Estimated net proved reserves of crude oil (a) (continued)



                                                    Rest of               Rest of
                                               UK    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                         (millions of barrels)
                                                                   
2000
Subsidiary undertakings
At January 1
  Developed............................     1,158       190     2,930         550     4,828
  Undeveloped..........................       183        95       932         497     1,707
                                         --------  --------  --------    --------  --------
                                            1,341       285     3,862       1,047     6,535
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......        17        50        40           5       112
  Purchases of reserves-in-place.......       146        --       554         441     1,141
  Extensions, discoveries and
    other additions....................         1        --       255         201       457
  Improved recovery....................       131        71       105          22       329
  Production...........................      (195)      (33)     (251)       (143)     (622)
  Sales of reserves-in-place...........       (49)       --    (1,372)        (23)   (1,444)
                                         --------  --------  --------    --------  --------
                                               51        88      (669)        503       (27)
                                         ========  ========  ========    ========  ========

At December 31
  Developed............................     1,138       213     2,150         817     4,318
  Undeveloped..........................       254       160     1,043         733     2,190
                                         --------  --------  --------    --------  --------
                                            1,392       373     3,193(b)    1,550     6,508
                                         ========  ========  ========    ========  ========




Equity-accounted entities
BP share
                                                                                
At January 1.....................................................................     1,037
  Net revisions and other additions..............................................        93
  Purchases of reserves-in-place.................................................        73
  Production.....................................................................       (68)
                                                                                     ------
At December 31...................................................................     1,135
                                                                                     ======
 Total Group and BP share of equity-accounted entities...........................     7,643
                                                                                     ======





                                      F - 110


                SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)

Estimated net proved reserves of crude oil (a) (concluded)



                                                    Rest of               Rest of
                                               UK    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                         (millions of barrels)
                                                                   
1999
Subsidiary undertakings
At January 1
  Developed...............................  1,258       220     2,982         858     5,318
  Undeveloped.............................    270        51       979         686     1,986
                                         --------  --------  --------    --------  --------
                                            1,528       271     3,961       1,544     7,304
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates...........  (10)       12        11           1        14
  Purchases of reserves-in-place............    6        --         4          --        10
  Extensions, discoveries and other additions   1        24       100          44       169
  Improved recovery.........................   28        14        87          83       212
  Production................................ (212)      (36)     (275)       (149)     (672)
  Sales of reserves-in-place................   --        --       (33)       (476)     (509)
  Transfers from equity-accounted entities..   --        --         7(d)       --         7
                                         --------  --------  --------    --------  --------
                                             (187)       14       (99)       (497)     (769)
                                         ========  ========  ========    ========  ========

At December 31
  Developed...............................  1,158       190     2,930         550     4,828
  Undeveloped.............................    183        95       932         497     1,707
                                         --------  --------  --------    --------  --------
                                            1,341       285     3,862(b)(c) 1,047     6,535
                                         ========  ========  ========    ========  ========




Equity-accounted entities
BP share
                                                                                
At January 1.....................................................................     1,128
  Net revisions and other additions..............................................       (21)
  Production.....................................................................       (63)
  Transfers to subsidiary undertakings...........................................        (7)(d)
                                                                                     ------
At December 31...................................................................     1,037
                                                                                     ======
 Total Group and BP share of equity-accounted entities...........................     7,572
                                                                                     ======


----------

(a)  Crude oil includes natural gas liquids and condensate.  Net proved reserves
     of crude oil exclude production royalties due to others.

(b)  Proved  reserves in the Prudhoe Bay field in Alaska include an estimated 43
     million  barrels  (91 million  barrels at December  31, 2000 and 94 million
     barrels at  December  31,  1999) upon which a net profits  royalty  will be
     payable  over the life of the field  under the terms of the BP Prudhoe  Bay
     Royalty Trust.

(c)  The Group's common interest in Altura Energy was sold in 2000. The minority
     interest in Altura  Energy  included  309 million  barrels at December  31,
     1999.

Equity-accounted entities

(d)  Transfer from equity-accounted entities to subsidiary undertakings comprise
     reserves in  Crescendo  Resources  after the  acquisition  of the  majority
     interest from Repsol-YPF.



                                      F - 111


                SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)

Estimated net proved reserves of natural gas (a)



                                                    Rest of               Rest of
                                               UK    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                       billions of cubic feet)
                                                                   
2001
Subsidiary undertakings
At January 1
  Developed............................     3,898       275    12,111       7,985    24,269
  Undeveloped..........................     1,058        71     2,400      13,302    16,831
                                         --------  --------  --------    --------  --------
                                            4,956       346    14,511      21,287    41,100
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......       (25)      (10)       16        (707)     (726)
  Purchases of reserves-in-place.......        14        --         2         102       118
  Extensions, discoveries and
    other additions....................        70        15       620       3,748     4,453
  Improved recovery....................       136        11       988         132     1,267
  Production...........................      (625)      (54)   (1,358)(b)  (1,050)   (3,087)
  Sales of reserves-in-place...........      (154)       --       (12)         --      (166)
                                         --------  --------  --------    --------  --------
                                             (584)      (38)      256       2,225     1,859
                                         ========  ========  ========    ========  ========
At December 31
  Developed............................     3,212       265    12,232       8,040    23,749
  Undeveloped..........................     1,160        43     2,535      15,472    19,210
                                         --------  --------  --------    --------  --------
                                            4,372       308    14,767      23,512    42,959
                                         ========  ========  ========    ========  ========




Equity-accounted entities
BP share
                                                                                
At January 1.....................................................................     2,818
  Net revisions and other additions..............................................       523
  Production.....................................................................      (125)
                                                                                     ------
At December 31...................................................................     3,216
                                                                                     ======
 Total Group and BP share of equity-accounted entities...........................    46,175
                                                                                     ======




                                      F - 112

                SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Estimated net proved reserves of natural gas (a) (continued)



                                                    Rest of               Rest of
                                               UK    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                       billions of cubic feet)
                                                                   
2000
Subsidiary undertakings
At January 1
  Developed............................     3,354       282    10,439       6,423    20,498
  Undeveloped..........................       919        63     1,552      10,770    13,304
                                         --------  --------  --------    --------  --------
                                            4,273       345    11,991      17,193    33,802
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......       (17)       23       150         331       487
  Purchases of reserves-in-place.......     1,099        --     3,034       2,313     6,446
  Extensions, discoveries and
    other additions....................       253        --       923       2,343     3,519
  Improved recovery....................        29        28       980          91     1,128
  Production...........................      (605)      (50)   (1,174)(b)    (916)   (2,745)
  Sales of reserves-in-place...........       (76)       --    (1,393)        (68)   (1,537)
                                         --------  --------  --------    --------  --------
                                              683         1     2,520       4,094     7,298
                                         ========  ========  ========    ========  ========
At December 31
  Developed............................     3,898       275    12,111       7,985    24,269
  Undeveloped..........................     1,058        71     2,400      13,302    16,831
                                         --------  --------  --------    --------  --------
                                            4,956       346    14,511      21,287    41,100
                                         ========  ========  ========    ========  ========




Equity-accounted entities
BP share
                                                                                
At January 1.....................................................................     1,724
  Net revisions and other additions..............................................       427
  Purchases of reserves-in-place.................................................       763
  Production.....................................................................       (96)
                                                                                     ------
At December 31...................................................................     2,818
                                                                                     ======
 Total Group and BP share of equity-accounted entities...........................    43,918
                                                                                     ======




                                      F - 113


                SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Estimated net proved reserves of natural gas (a) (concluded)



                                                    Rest of               Rest of
                                               UK    Europe       USA       World     Total
                                         --------  --------  --------    --------  --------
                                                       billions of cubic feet)
                                                                   
1999
Subsidiary undertakings
At January 1
  Developed............................     3,536       324     9,637       6,054    19,551
  Undeveloped..........................     1,107        38     1,658       8,647    11,450
                                         --------  --------  --------    --------  --------
                                            4,643       362    11,295      14,701    31,001
                                         ========  ========  ========    ========  ========
Changes in year attributable to:
  Revisions of previous estimates......         1         9       215        (107)      118
  Purchases of reserves-in-place.......         3        --        --          12        15
  Extensions, discoveries and
    other additions....................        79        34       417       3,296     3,826
  Improved recovery....................        22        --       242         299       563
  Production...........................      (475)      (60)     (907)(b)    (752)   (2,194)
  Sales of reserves-in-place...........        --        --      (143)       (256)     (399)
  Transfers from equity-accounted
    entities...........................        --        --       872(d)       --       872
                                         --------  --------  --------    --------  --------
                                             (370)      (17)      696       2,492     2,801
                                         ========  ========  ========    ========  ========
At December 31
  Developed............................     3,354       282    10,439       6,423    20,498
  Undeveloped..........................       919        63     1,552      10,770    13,304
                                         --------  --------  --------    --------  --------
                                            4,273       345    11,991(c)   17,193    33,802
                                         ========  ========  ========    ========  ========




Equity-accounted entities
BP share
                                                                                
At January 1.....................................................................     1,766
  Net revisions and other additions..............................................       549
  Purchases of reserves-in-place.................................................       378
  Production.....................................................................       (97)
  Transfers to subsidiary undertakings...........................................      (872)(d)
                                                                                     ------
At December 31...................................................................     1,724
                                                                                     ======
 Total Group and BP share of equity-accounted entities...........................    35,526
                                                                                     ======


----------

(a)  Net proved  reserves  of natural gas exclude  production  royalties  due to
     others.

(b)  Includes  61  billion  cubic  feet  of  natural  gas  consumed  in  Alaskan
     operations (2000, 55 billion cubic feet and 1999, 77 billion cubic feet).

(c)  The Group's common interest in Altura Energy was sold in 2000. The minority
     interest in Altura Energy included 155 billion cubic feet of natural gas at
     December 31, 1999.

Equity-accounted entities

(d)  Transfers  from  equity-accounted   entities  to  subsidiary   undertakings
     comprise  reserves in  Crescendo  Resources  after the  acquisition  of the
     majority interest from Repsol-YPF.




                                      F - 114

                SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Standardized  measure of  discounted  future net cash flows and changes  therein
relating to proved oil and gas reserves

     The following tables set out the standardized measures of discounted future
net cash  flows,  and  changes  therein,  relating  to crude oil and natural gas
production  from the Group's  estimated  proved  reserves.  This  information is
prepared in  compliance  with the  requirements  of FASB  Statement of Financial
Accounting  Standards  No.  69 --  'Disclosures  about  Oil  and  Gas  Producing
Activities'.

     Future  net  cash  flows  have  been  prepared  on  the  basis  of  certain
assumptions which may or may not be realized. These include the timing of future
production,  the  estimation  of crude  oil and  natural  gas  reserves  and the
application  of year end crude oil and  natural gas prices and  exchange  rates.
Furthermore,  both reserve  estimates  and  production  forecasts are subject to
revision  as  further  technical  information  becomes  available  and  economic
conditions  change.  BP cautions  against relying on the  information  presented
because of the highly  arbitrary  nature of assumptions on which it is based and
its lack of comparability with the historical cost information  presented in the
financial statements.



                                                        Rest of               Rest of
                                                   UK    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------
                                                                ($ million)
                                                                       
At December 31, 2001
Future cash inflows (a)....................    40,600    8,000     83,700       81,400   213,700
Future production and development costs (b)    18,800    3,500     33,700       30,600    86,600
Future taxation (c)........................     5,700    3,000     16,900       18,900    44,500
                                             --------  -------   --------     --------  --------
Future net cash flows......................    16,100    1,500     33,100       31,900    82,600
10% annual discount (d)....................     5,300      400     16,600       15,800    38,100
                                             --------  -------   --------     --------  --------
Standardized measure of discounted future
  net cash flows...........................    10,800    1,100     16,500       16,100    44,500
                                             ========  =======   ========     ========  ========
At December 31, 2000
Future cash inflows (a)....................    43,800    9,400    187,200       94,100   334,500
Future production and development costs (b)    19,000    2,800     38,400       27,300    87,500
Future taxation (c)........................     7,100    4,700     45,600       27,100    84,500
                                             --------  -------   --------     --------  --------
Future net cash flows......................    17,700    1,900    103,200       39,700   162,500
10% annual discount (d)....................     5,000      700     49,200       18,000    72,900
                                             --------  -------   --------     --------  --------
Standardized measure of discounted future
  net cash flows...........................    12,700    1,200     54,000       21,700    89,600
                                             ========  =======   ========     ========  ========

At December 31, 1999
Future cash inflows (a)....................    42,400    7,900    101,500       49,500   201,300
Future production and development costs (b)    18,800    2,000     32,500       13,700    67,000
Future taxation (c)........................     5,900    4,200     23,300       15,800    49,200
                                             --------  -------   --------     --------  --------
Future net cash flows......................    17,700    1,700     45,700       20,000    85,100
10% annual discount (d)....................     4,700      400     23,200        8,400    36,700
                                             --------  -------   --------     --------  --------
Standardized measure of discounted future
  net cash flows...........................    13,000    1,300     22,500       11,600    48,400
                                             ========  =======   ========     ========  ========





                                      F - 115


                SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)


Standardized  measure of  discounted  future net cash flows and changes  therein
relating to proved oil and gas reserves (concluded)

     The  following  are the  principal  sources  of change in the  standardized
measure of discounted  future net cash flows during the years ended December 31,
2001, 2000 and 1999:



                                                                       Years ended December 31,
                                                                      ------------------------
                                                                        2001     2000     1999
                                                                      ------   ------   ------
                                                                             ($ million)
                                                                                 
Sales and transfers of oil and gas produced, net of
  production costs......................................            (17,500)  (18,400) (12,600)
Development costs incurred during the year..............              6,800     4,500    2,900
Extensions, discoveries and improved recovery,
  less related costs....................................              9,200    13,100    6,200
Net changes in prices and production costs (e)..........            (74,100)   51,100   47,900
Revisions of previous reserve estimates.................             (1,300)      900    2,600
Net change in taxation..................................             26,300   (14,800) (18,000)
Future development costs................................             (3,200)   (2,400)    (200)
Net change in purchase and sales of reserves-in-place...               (200)    2,400     (900)
Addition of 10% annual discount.........................              8,900     4,800    1,900
                                                                     ------    ------   ------
Total change in the standardized measure during the year            (45,100)   41,200   29,800
                                                                     ======    ======   ======


----------

(a)  Future cash inflows are  computed by applying  year-end oil and natural gas
     prices and exchange rates to future annual  production  levels estimated by
     the Group's petroleum engineers.

(b)  Production  costs  (which  include  petroleum  revenue  tax in the  UK) and
     development  costs  relating to future  production  of proved  reserves are
     based on year-end cost levels and assume  continuation of existing economic
     conditions. Future decommissioning costs are included.

(c)  Taxation is computed using appropriate year-end income tax rates.

(d)  Future net cash flows from oil and natural gas production are discounted at
     10%  regardless  of the Group  assessment of the risk  associated  with its
     producing activities.

(e)  Net changes in prices and production  costs includes the effect of exchange
     movements.

Equity-accounted entities

     In  addition,  at December 31, 2001 the Group's  share of the  standardized
measure  of  discounted  future  net  cash  flows of  equity-accounted  entities
amounted  to $3,400  million  ($3,100  million at  December  31, 2000 and $2,420
million at December 31, 1999).



                                      F - 116


                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)

Operational and statistical information

     The  following  tables  present  operational  and  statistical  information
related to production, drilling, productive wells and acreage.

Produced from own reserves

     The  following  table shows crude oil and natural gas  production  from the
Group's own reserves for the years indicated:



                                                        Rest of               Rest of
                                                   UK    Europe       USA       World     Total(d)
                                             --------  --------  --------    --------  --------
                                                         (thousand barrels per day)
                                                                       
Production for the year (a)
Crude oil (b)
2001...................................          485       100        744         602     1,931
2000...................................          534        90        729         575     1,928
1999...................................          580       100        804         577     2,061




                                                        Rest of               Rest of
                                                   UK    Europe       USA       World     Total(e)
                                             --------  --------  --------    --------  --------
                                                            (million cubic feet per day)

                                                                       
Natural gas (c)
2001...................................        1,713        147     3,554       3,218     8,632
2000...................................        1,652        136     3,054       2,767     7,609
1999...................................        1,301        164     2,369       2,233     6,067


----------

(a)  All volumes are net of royalty.

(b)  Crude oil includes natural gas liquid and condensate.

(c)  Natural gas production excludes gas consumed in operations.

(d)  Includes  amounts  produced for the Group by  equity-accounted  entities of
     208,000 b/d in 2001 (2000, 185,000 b/d and 1999, 170,000 b/d).

(e)  Includes amounts produced for the Group by equity-accounted entities of 345
     mmcf/d in 2001 (2000, 263 mmcf/d and 1999, 264 mmcf/d).


                                      F - 117


                     SUPPLEMENTARY OIL AND GAS INFORMATION (Continued)
                                   (Unaudited)

Operational and statistical information (continued)

Productive oil and gas wells and acreage

     The following  tables show the number of gross and net  productive  oil and
natural  gas wells and total gross and net  developed  and  undeveloped  oil and
natural gas  acreage in which the Group and its  equity-accounted  entities  had
interests  as of December  31,  2001.  A 'gross'  well or acre is one in which a
whole or fractional  working interest is owned,  while the number of 'net' wells
or acres is the sum of the whole or fractional  working interests in gross wells
or acres.  Productive wells are producing wells and wells capable of production.
Developed  acreage is the  acreage  within  the  boundary  of a field,  on which
development  wells have been drilled,  which could  produce the reserves;  while
undeveloped acres are those on which wells have not been drilled or completed to
a point that would permit the  production of commercial  quantities,  whether or
not such acres contain proved reserves.

Number of productive oil and gas wells



                                                        Rest of               Rest of
                                                   UK    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------
                                                                          
At December 31, 2001
Oil wells (a) -- gross................            457        77     7,804       11,085    19,423
              -- net...................         229.4      28.0   4,565.9      2,942.9   7,766.2

Gas wells (b) -- gross.................           540        39    19,995        2,829    23,403
              -- net...................         218.4      13.4  11,734.1      1,568.1  13,534.0


----------

(a)  Includes  approximately  2,045 gross (924.8 net) multiple  completion wells
     (more than one formation producing into the same well bore).

(b)  Includes 2,081 gross (1,210.8 net) multiple completion wells.

(c)  If one of the multiple completions in a well is an oil completion, the well
     is classified as an oil well.

Oil and natural gas acreage


                                                        Rest of               Rest of
                                                   UK    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------
                                                           (thousands of acres)
                                                                          
At December 31, 2001
Developed
  -- gross.............................           767       133     13,471      6,927    21,298
  -- net...............................         341.7      45.3    5,782.4    2,145.0   8,314.4
Undeveloped (a)
  -- gross.............................         4,708     3,975     10,330     99,509   118,522
  -- net...............................       2,330.7   1,435.7    5,690.9   42,336.7  51,794.0


----------

(a)   Undeveloped acreage includes leases and concessions.



                                      F - 118


                     SUPPLEMENTARY OIL AND GAS INFORMATION (Concluded)
                                   (Unaudited)

Operational and statistical information (concluded)

Net oil and gas wells completed or abandoned

     The following  table shows the number of net productive and dry exploratory
and  development  oil and natural gas wells  completed or abandoned in the years
indicated  by the  Group and its  equity-accounted  entities.  Productive  wells
include  wells  in which  hydrocarbons  were  encountered  and the  drilling  or
completion  of  which,  in the case of  exploratory  wells,  has been  suspended
pending further drilling or evaluation.  A dry well is one found to be incapable
of producing hydrocarbons in sufficient quantities to justify completion.



                                                        Rest of               Rest of
                                                   UK    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------

                                                                            
2001
Exploratory
  -- productive........................           3.2       0.9       5.7        18.7      28.5
  -- dry...............................           1.2       0.7       3.8         2.5       8.2
Development
  -- productive........................          13.5       4.2     705.3       325.2   1,048.2
  -- dry...............................           1.6        --      25.7        33.5      60.8
2000
Exploratory
  -- productive........................           2.4       0.4      21.5        19.9      44.2
  -- dry...............................            --       1.3      12.4         7.2      20.9
Development
  -- productive........................          12.6       2.5     398.4       425.2     838.7
  -- dry...............................           1.9        --      45.7        23.4      71.0
1999
Exploratory
  -- productive........................           0.5       0.5       3.7        10.1      14.8
  -- dry...............................           1.1       0.9       1.4         6.6      10.0
Development
  -- productive........................          27.3       1.3     274.4       160.6     463.6
  -- dry...............................           1.7       0.3      10.5        15.4      27.9


Drilling and production activities in progress

     The following table shows the number of exploratory and development oil and
natural  gas  wells  in the  process  of  being  drilled  by the  Group  and its
equity-accounted  entities as of December 31, 2001. Suspended  development wells
and long-term suspended exploratory wells are also included in the table.



                                                        Rest of               Rest of
                                                   UK    Europe       USA       World     Total
                                             --------  --------  --------    --------  --------

                                                                            
At December 31, 2001
Exploratory
  -- gross.............................            --        3         9          20        32
  -- net...............................            --      0.8       3.5         7.2      11.5
Development
  -- gross.............................            20        3        78          95       196
  -- net...............................           9.7      0.8      43.2        20.7      74.4





                                      F - 119

                                                                     SCHEDULE II

                        VALUATION AND QUALIFYING ACCOUNTS



                                                    Additions
                                              ----------------------
                                               Charged to   Charged to
                                  Balance at    costs and        other     Transfers/      Balance
                                  January 1,     expenses     accounts(a)  Deductions   December 31,
                                 ----------    ----------   ----------     ----------   -----------
                                                        ($ million)
                                                                      

2001
Fixed assets -- Investments (b)          505          68           (4)             63          632
                                  ==========  ==========   ==========      ==========   ==========
Doubtful debts (b)............           357         131           17            (215)         290
                                  ==========  ==========   ==========      ==========   ==========
Decommissioning provisions....         3,001         156          353            (206)       3,304
                                  ==========  ==========   ==========      ==========   ==========

2000
Fixed assets -- Investments (b)          309         252           (6)            (50)         505
                                  ==========  ==========   ==========      ==========   ==========
Doubtful debts (b)............           117          99          117              24          357
                                  ==========  ==========   ==========      ==========   ==========
Decommissioning provisions....         2,785         139          (23)            100(c)     3,001
                                  ==========  ==========   ==========      ==========   ==========

1999
Fixed assets -- Investments (b)          230          83           (2)             (2)         309
                                  ==========  ==========   ==========      ==========   ==========
Doubtful debts (b)............           126          12          (13)             (8)         117
                                  ==========  ==========   ==========      ==========   ==========
Decommissioning provisions....         3,310          80         (472)           (133)       2,785
                                  ==========  ==========   ==========      ==========   ==========


----------

(a)  Principally  currency  translations,  apart  from 1999 for  decommissioning
     provisions   which   includes   the   impact  of   adopting   FRS  12.  For
     decommissioning provisions this also includes unwinding of discount and the
     effect of any change in discount rate.

(b)  Deducted in the balance sheet from the assets to which they apply.

(c)  Includes $484 million additional provisions in respect of acquisitions.




                                      S - 1