SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    Form 6-K

                            Report of Foreign Issuer

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


                       for the period ended June 30, 2004


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


                 1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, ENGLAND
                    (Address of principal executive offices)


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


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


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


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


THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE  INCORPORATED  BY REFERENCE IN THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  F-3  (FILE  NO.
333-9790) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON
FORM F-3 (FILE NO.  333-65996)  OF BP p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE
REGISTRATION  STATEMENT ON FORM F-3 (FILE NO. 333-83180) OF BP AUSTRALIA CAPITAL
MARKETS  LIMITED,  BP CANADA FINANCE  COMPANY,  BP CAPITAL  MARKETS  p.l.c.,  BP
CAPITAL MARKETS AMERICA INC. AND BP p.l.c.,  THE REGISTRATION  STATEMENT ON FORM
S-8 (FILE NO.  33-21868) OF BP p.l.c.,  THE  REGISTRATION  STATEMENT ON FORM S-8
(FILE NO. 333-9020) OF BP p.l.c.,  THE REGISTRATION  STATEMENT ON FORM S-8 (FILE
NO.  333-9798) OF BP p.l.c.,  THE  REGISTRATION  STATEMENT ON FORM S-8 (FILE NO.
333-79399)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.
333-34968)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.
333-67206)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.
333-74414)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.
333-103924)  OF BP  p.l.c.,  THE  REGISTRATION  STATEMENT  ON FORM S-8 (FILE NO.
333-102583) OF BP p.l.c.  AND THE  REGISTRATION  STATEMENT ON FORM S-8 (FILE NO.
333-103923)  OF BP p.l.c.,  AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS
REPORT IS  FURNISHED,  TO THE  EXTENT NOT  SUPERSEDED  BY  DOCUMENTS  OR REPORTS
SUBSEQUENTLY FILED OR FURNISHED.




Page 1

                           BP p.l.c. AND SUBSIDIARIES
                   FORM 6-K FOR THE PERIOD ENDED JUNE 30, 2004



                                                                           Page

1.   Management's  Discussion and Analysis of Financial Condition
     and Results of Operations for the period January-June 2004.             3

2.   Consolidated Financial Statements including Notes to Consolidated
     Financial Statements for the period January-June 2004.                 14

Page 2

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

GROUP RESULTS JANUARY - JUNE 2004



                                                                Three months ended             Six months ended
                                                                     June 30                       June 30
                                                                   (Unaudited)                   (Unaudited)
                                                              2004             2003         2004              2003
                                                           ------------------------     --------------------------
                                                                                  ($ million)
                                                                                               
 Turnover                                                   69,091           54,426      136,693           116,457
                                                          ========         ========     ========          ========

 Profit for the period                                       3,896            1,585        8,714             5,804
 Exceptional items, net of tax                                  99             (131)      (1,201)             (471)
                                                          --------         --------     --------          --------
 Profit before exceptional items                             3,995            1,454        7,513             5,333
                                                          ========         ========     ========          ========

 Profit for the period per ordinary share - cents            17.80             7.19        39.61             26.09
 Dividends per ordinary share - cents                         7.10             6.50        13.85             12.75



The following  discussion  should be read in conjunction  with the  consolidated
financial  statements and the related notes provided  elsewhere in this Form 6-K
and with the information,  including the consolidated  financial  statements and
related notes, for the year ended December 31, 2003 in BP p.l.c.'s Annual Report
on Form 20-F for the year ended December 31, 2003.

The financial information for 2003 has been restated to reflect (a) the transfer
of natural gas liquids (NGL)  operations from Exploration and Production to Gas,
Power and  Renewables  on  January  1, 2004;  (b) the  adoption  by the Group of
Financial  Reporting Standard No. 17 `Retirement  Benefits' (FRS 17) with effect
from January 1, 2004;  and (c) the  adoption by the Group of Urgent  Issues Task
Force Abstract No. 38  `Accounting  for ESOP Trusts' with effect from January 1,
2004. For further  information,  see Note 2 of Notes to  Consolidated  Financial
Statements.

TNK-BP operational and financial information has been estimated.

The second  quarter and first half trading  environment  was generally  stronger
than a year ago with higher oil realizations and refining margins. For the three
months ended June 30, 2004 the Brent oil price increased  $9.29 per barrel,  the
Henry Hub gas price was up $0.60 per mmbtu, the refining Global Indicator Margin
more than  doubled and the  Chemicals  Indicator  Margin  decreased $3 per tonne
compared  with a year ago. For the half year,  the Brent oil price was $4.90 per
barrel higher,  the Henry Hub gas price was $0.12 per mmbtu lower,  the refining
Global  Indicator  Margin was up $2.36 per barrel  and the  Chemicals  Indicator
Margin was up $13 per tonne compared with a year ago.

Turnover  for the three  months  and six months  ended  June 30,  2004 was $69.1
billion and $136.7 billion respectively,  compared with $54.4 billion and $116.5
billion for the  equivalent  periods in 2003.  The  increase in turnover for the
second quarter reflects increases of around $15.1 billion from higher prices and
around $3.0 billion  from foreign  exchange  movements,  partly  offset by a net
decrease of  approximately  $1.4 billion from lower sales volumes and a decrease
of approximately $0.6 billion related to lower production volumes following 2003
divestments.

The increase in turnover for the half year  reflects  $14.7  billion from higher
sales prices, $5.3 billion from foreign exchange movements and $1.9 billion from
higher sales  volumes  partly  offset by a decrease of $1.3  billion  related to
lower production volumes following 2003 divestments.

Profit for the three  months ended June 30, 2004 was $3,896  million,  including
inventory holding gains of $462 million.  Profit for the three months ended June
30, 2003 was $1,585  million,  after  inventory  holding losses of $951 million.
Inventory  holding gains or losses represent the difference  between the cost of
sales calculated  using the average cost of supplies  incurred during the period
and the cost of sales calculated using the first-in first-out method. Profit for
the six months  ended  June 30,  2004 was $8,714  million,  including  inventory
holding  gains of $1,110  million.  Profit for the half year ended June 30, 2003
was $5,804 million, after inventory holding losses of $152 million.

Profit before  exceptional  items was $3,995  million for the three months ended
June 30, 2004,  compared with $1,454 million for the equivalent  period of 2003.
Exceptional  items  are  gains  and  losses  on the  sale of  fixed  assets  and
businesses or termination of operations.  Net  exceptional  losses in the second
quarter of 2004 were $99  million  ($127  million  before  tax) and  principally
relate to net losses  from the  divestment  of  certain  upstream  interests  in
Indonesia and the US and charges  associated with the termination of operations.
Net  exceptional  gains in the second  quarter of 2003 were $131  million  ($280
million  before  tax) and  principally  relate to gains on  disposal  of certain
upstream interests, partially offset by a provision for loss on disposal.

Page 3

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

Profit before exceptional items was $7,513 million for the six months ended June
30, 2004,  compared with $5,333 million for the  equivalent  period of 2003. Net
exceptional  gains in the six months of 2004 were $1,201 million ($1,103 million
before tax) and  principally  relate to net gains from the sale of our interests
in PetroChina and Sinopec,  partially offset by net losses principally  relating
to the divestment of certain upstream interests, and charges associated with the
termination of operations.  Net exceptional  gains in the half year of 2003 were
$471 million ($674 million before tax) and principally  relate to net gains from
the sale of certain upstream interests  partially offset by a provision for loss
on disposal.

Profit  before  exceptional  items for the three  months  ended June 30, 2004 is
after impairment  charges of $160 million in Exploration and Production  related
to a gas  processing  plant in the USA and a field in the Gulf of Mexico  Shelf.
Profit  before  exceptional  items for the three  months  ended June 30, 2003 is
after  charging  impairment  of $108 million  related to the  Kepadong  field in
Indonesia and a charge of $12 million in respect of our restructuring activities
in the UK in Exploration and Production,  Veba integration  costs of $41 million
in Refining and Marketing and a $5 million  credit  resulting from the reduction
in the provision for costs associated with closure of polypropylene  capacity in
Petrochemicals.

Profit before  exceptional items for the six months ended June 30, 2004 is after
an impairment  charge of $160 million  related to a gas processing  plant in the
USA and a field in the Gulf of Mexico and an  impairment  charge of $186 million
related to our interests in two fields in Venezuela,  Desarrollo Zuli Occidental
(DZO) and Boqueron,  in Exploration  and Production.  Profit before  exceptional
items for the six months  ended June 30, 2003 is after an  impairment  charge of
$108 million related to the Kepadong field in Indonesia, an impairment charge of
$103 million  related to the Yacheng field in China,  charges of $102 million in
respect of our  restructuring  activities  in North America and the UK and a $49
million  write down of the Viscount  asset in the North Sea in  Exploration  and
Production;  Veba integration costs of $59 million in Refining and Marketing;  a
$5  million  credit  resulting  from a  reduction  in the  provision  for  costs
associated with closure of polypropylene capacity in Petrochemicals;  and a $130
million credit related to tax restructuring benefits.

In addition  to the factors  above,  the  increase in profit  before tax for the
second quarter  reflects  higher liquids and gas  realizations,  higher refining
margins with some offset from lower marketing margins, higher contributions from
the natural gas liquids business in North America and the impact of the changing
production composition primarily from Russia offset by the impact of divestments
in 2003. These increases were partly offset by higher costs.

These factors also contributed to the increase in profit before tax for the half
year, which also reflected a higher  contribution  from the global LNG and Solar
businesses  offset by lower  Olefins  margins and a lower  marketing and trading
result.

Interest  expense  for the three  months and six months  ended June 30, 2004 was
$145 million and $297 million respectively,  compared with $149 million and $325
million in the same periods of 2003.  The  decreases  in both periods  primarily
reflect lower  interest  rates and an increase in  capitalized  interest  partly
offset by the  inclusion  of  equity-accounted  interest  from the TNK-BP  joint
venture.  Other  finance  expense for the three months and six months ended June
30, 2004 was $76  million  and $152  million  respectively,  compared  with $127
million and $256  million in the same  periods of 2003.  The  decreases  in both
periods  primarily  reflect a reduction in net pension and finance  costs partly
offset  by the  inclusion  of the  unwinding  of the  discount  on the  deferred
consideration for acquisition of the investment in TNK-BP.

Net taxation,  other than production taxes, charged for the three months and six
months ended June 30, 2004 was $2,199 million and $4,021  million  respectively,
compared with $1,744 million and $3,526  million in the equivalent  periods last
year. The tax on  exceptional  items was a credit of $28 million and $98 million
for the  second  quarter  and half year of 2004  respectively,  compared  with a
charge of $149 million and $203 million for the second quarter and first half of
2003.  The effective tax rate was 36% and 31% for the three months and half year
ended June 30, 2004,  compared  with 51% and 37% for the  equivalent  periods of
2003.  The  reduction  in the  second  quarter  rate  reflects  the  non-taxable
inventory holding gain reported in 2004 compared with the inventory holding loss
in 2003 and the reduction in the half year rate  reflects the inventory  holding
gain in 2004 and the low tax charge on the  exceptional  gains  reported  in the
first quarter of 2004.

Capital  expenditure  in the  second  quarter  and  first  half of 2004 was $3.2
billion and $7.8 billion respectively.  The amount for the first half includes a
$1.35 billion payment relating to the contribution of TNK's interest in Slavneft
within TNK-BP.  Capital  expenditure and acquisitions for the second quarter and
first half of 2003 was $3.3 billion and $6.2  billion.  Excluding  acquisitions,
capital  expenditure for the three months and six months ended June 30, 2004 was
$3.2 billion and $6.4 billion respectively,  compared with $3.2 billion and $6.1
billion respectively.  Disposal proceeds in the second quarter and first half of
2004 were $0.66 billion and $3.5 billion  respectively and in the second quarter
and first half of 2003 were $1.7 billion and $4.1 billion respectively.

Page 4

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


Net cash  inflow  for the three  months  ended June 30,  2004 was $1.5  billion,
compared  with an  inflow of $2.4  billion  for the  equivalent  period of 2003,
reflecting  lower  proceeds  from the sale of fixed assets and lower cash inflow
from operating  activities,  partly offset by lower interest payments and higher
proceeds from the sale of  businesses.  Net cash inflow for the six months ended
June 30, 2004 was $5.3 billion,  compared  with $5.6 billion for the  equivalent
period of 2003,  reflecting higher cash flow from operating activities offset by
higher spending on  acquisitions  and lower disposal  proceeds.  Net cash inflow
from  operating  activities  was $6.9  billion  and $14.6  billion for the three
months  and six months  ended June 30,  2004  respectively,  compared  with $7.3
billion and $13.3 billion in the  equivalent  periods in 2003.  The decrease for
the second quarter  reflected  higher working  capital  requirements  and higher
share of profits of joint ventures and associated undertakings, partly offset by
higher  profits and higher  losses on sale of fixed assets and  businesses.  The
increase for the half year reflected higher profits,  higher share of profits of
joint  ventures  and  associates  and higher  gains on sale of fixed  assets and
businesses partly offset by higher working capital requirements.

Net debt at June 30,  2004 was $18.2  billion  compared  with  $20.2  billion at
December 31, 2003. The ratio of net debt to net debt plus equity was 20% at June
30, 2004 compared with 22% at December 31, 2003. This ratio shows the proportion
of debt and  equity  used to  finance  our  operations,  and can also be used to
measure borrowing  capacity.  In addition to reported debt, BP uses conventional
off balance sheet sources of finance such as operating  leases and joint venture
and associated undertaking borrowings.

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

In the normal  course of business  the Group has entered  into certain long term
purchase  commitments  principally  relating  to take or pay  contracts  for the
purchase of natural  gas,  crude oil and  chemicals  feedstocks  and  throughput
arrangements  for pipelines.  The Group expects to fulfil its obligations  under
these  arrangements  with no  adverse  consequences  to the  Group's  results of
operations or financial condition.

The return on average capital  employed was 17.1% for the second quarter of 2004
compared  with 8.1% for the same  period  in 2003.  Return  on  average  capital
employed is the ratio of profit including  minority  shareholders'  interest and
excluding  post-tax interest on finance debt to average capital employed for the
period.  Capital  employed is the total of BP shareholders'  interest,  minority
shareholders'  interest and finance debt. This performance measure is useful for
shareholders  and management as an indication of capital  productivity  over the
long term. For the six months ended June 30, 2004 the return on average  capital
employed was 19.0% compared with 14.1% in 2003.  For further  information on the
return on average capital employed calculation see page 67 of this report.

BP  announced a second  quarterly  dividend  for 2004 of 7.10 cents per ordinary
share. Holders of ordinary shares will receive 3.860 pence per share and holders
of American  Depositary  Receipts (ADRs) $0.426 per ADS. The dividend is payable
on  September  7, 2004 to  shareholders  on the  register  on August  13,  2004.
Participants  in the Dividend  Reinvestment  Plan or the  dividend  reinvestment
facility in the US Direct  Access Plan will  receive the dividend in the form of
shares,  also on September 7, 2004. The Company repurchased for cancellation 225
million of its own shares  during the quarter,  at a cost of $2 billion.  During
the first half, 380 million shares were  repurchased  and cancelled at a cost of
$3.25 billion.

Page 5

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

DETAILED REVIEW OF BUSINESSES (EXCLUDING EXCEPTIONAL ITEMS)

EXPLORATION AND PRODUCTION



                                                                 Three months ended           Six months ended
                                                                       June 30                     June 30
                                                                     (Unaudited)                 (Unaudited)
                                                                 2004           2003        2004             2003

                                                                                               
 Turnover                                        - $m           8,213          7,272      16,379           16,150

 Profit before interest and tax                  - $m           4,302          3,431       8,552            8,155
 Exceptional (gains) losses                      - $m             114           (333)        (97)            (766)
                                                               ------         ------      ------           ------
 Total operating profit                          - $m           4,416          3,098       8,455            7,389
                                                               ======         ======      ======           ======
 Results include:
 Exploration expense                             - $m             108            101         244              213
 Of which: Exploration expenditure written off   - $m              22             43          89               93
 Key Statistics:
 Crude oil              Average prices realized
                        by BP                    - $/bbl        34.47          25.73       32.85            28.50
                        Production               - mb/d         2,321          1,712       2,331            1,771
 Natural gas liquids    Average prices realized
                        by BP                    - $/bbl        23.71          17.49       23.43            18.76
                        Production               - mb/d           197            199         194              216
 Total liquids(a)       Average prices realized
                        by BP                    - $/bbl        33.27          24.90       31.85            27.47
                        Production               - mb/d         2,518          1,911       2,525            1,987
 Natural gas            Average prices realized
                        by BP                    - $/mcf         3.68           3.39        3.74             3.64
                        Production               - mmcf/d       8,425          8,439       8,512            8,727
 Total hydrocarbons(b)  Average prices realized
                        by BP                    - $/boe        27.66          22.43       27.06            24.49
                        Production               - mboe/d       3,971          3,366       3,993            3,492
 Brent oil price                                 - $/bbl        35.32          26.03       33.67            28.77
 West Texas Intermediate oil price               - $/bbl        38.28          29.02       36.80            31.53
 Alaska North Slope US West Coast                - $/bbl        36.99          27.04       35.61            30.13
 Henry Hub gas price (c)                         - $/mmbtu       6.00           5.40        5.84             5.96
 UK Gas - National Balancing Point               - p/therm      20.70          17.44       22.64            19.35
 ---------------


(a)  Crude oil and natural gas liquids
(b)  Natural gas is converted to oil  equivalent  at 5.8 billion  cubic feet = 1
     million barrels.
(c)  Henry Hub First of the Month Index

Turnover  for the three months  ended June 30, 2004 was $8.2  billion,  compared
with $7.3 billion in the corresponding period in 2003, reflecting an increase of
around  $1.6  billion  related to higher  liquids and gas  realizations,  partly
offset by a decrease of around $0.6 billion due to lower production volumes (for
the BP Group  excluding  equity-accounted  entities)  as a result of  divestment
activity in 2003.

Turnover for the six months ended June 30, 2004 was $16.4 billion  compared with
$16.2  billion in the  corresponding  period of 2003,  reflecting an increase of
around  $1.5  billion  related to higher  liquids and gas  realizations,  partly
offset by a decrease of around $1.3 billion due to lower production volumes as a
result of divestment activity in 2003.

Profit  before  interest  and tax for the three months and six months ended June
30,  2004 was $4,302  million and $8,552  million  respectively,  compared  with
$3,431 million and $8,155 million for the equivalent periods in 2003. Profit for
the second  quarter of 2004 included net  exceptional  losses before tax of $114
million,  compared  with gains of $333  million  before  tax for the  equivalent
period in 2003. Profit for the first half of 2004 included net exceptional gains
of $97 million before tax compared with net gains of $766 million before tax for
the equivalent period in 2003.

Page 6

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


EXPLORATION AND PRODUCTION (concluded)

Total  operating  profit for the three  months  ended  June 30,  2004 was $4,416
million  (there  were  no  inventory  holding  gains  or  losses)  and is  after
impairment  charges of $160 million in respect of a gas processing  plant in the
USA and a field in the Gulf of Mexico  Shelf.  Total  operating  profit  for the
three months ended June 30, 2003 was $3,098  million after an impairment  charge
of $108 million  related to the Kepadong  field in Indonesia  and charges of $12
million in respect of restructuring activities in the UK.

Total operating profit for the six months ended June 30, 2004 was $8,455 million
including  inventory holding gains of $8 million and is after impairment charges
of $160 million in respect of a gas  processing  plant in the USA and a field in
the Gulf of Mexico Shelf and impairment  charges of $186 million  related to our
interests in Desarrollo  Zuli  Occidental  (DZO) and Boqueron in  Venezuela.  We
previously  reported an exceptional  loss on disposal of $217 million in respect
of these assets;  however, the sales agreement has lapsed and we will retain our
interests  in the  fields.  As a  result  of the  lapse  of the  agreement,  the
exceptional  loss was reversed and an  impairment  charge was  recognized in the
first quarter of 2004.

Total operating profit for the six months ended June 30, 2003 was $7,389 million
including  inventory  holding  gains of $3  million  and is after an  impairment
charge of $108 million related to the Kepadong field in Indonesia, an impairment
charge of $103 million  related to the Yacheng  field in China,  charges of $102
million in respect of restructuring activities in North America and the UK and a
$49 million write-down of the Viscount asset in the North Sea.

The primary reasons for the increase in operating  profit for the second quarter
of 2004  compared  with the second  quarter of 2003 are higher  liquids  and gas
realizations  of around  $1,280  million  combined with a net increase of around
$340 million due to the changing production  composition  primarily arising from
the  greater  proportion  from  Russia,   offset  partially  by  the  impact  of
divestments in 2003.  Operating profit for the second quarter 2004 also includes
a charge of $87 million,  reflecting an increase in the provision for unrealized
profit  in  inventory,   which  removes  the  upstream  margin  from  downstream
inventories.  This  compares  with a credit of $106  million  in the  equivalent
quarter last year.

The primary  reasons for the  increase  in  operating  profit for the six months
ended June 30, 2004  compared with the six months ended June 30, 2003 are higher
liquids  and gas  realizations  of around  $1,150  million  combined  with a net
increase  of around  $300  million due to the  changing  production  composition
primarily arising from the greater  proportion from Russia,  offset partially by
the  impact of  divestments  in 2003.  Operating  profit  for the half year 2004
includes a charge of $153  million,  reflecting an increase in the provision for
unrealized profit in inventory compared with a charge of $19 million in the half
year 2003.

Production for the second quarter was up 18% from the second quarter of 2003, to
3,971 mboe/d.  This reflects  increased  production from Russia partly offset by
divestments,  lower seasonal gas takes in the North Sea, anticipated decline and
unplanned shutdowns at the Mars platform in the Gulf of Mexico and in Trinidad.

In the Gulf of Mexico,  offshore  installation of the Holstein and Mad Dog Spars
was  completed,  Holstein  topsides have been  installed,  and the Thunder Horse
platform has left the  construction  yard in Korea. In Algeria,  first gas sales
from the In Salah gas project have been achieved. In Azerbaijan, installation of
the  Central  Azeri  jacket was  completed.  In Angola,  the  Kizomba A Floating
Production  Storage and Offloading vessel arrived at the field location in Block
15 and hook-up to the tension leg platform is in progress. In Trinidad the Atlas
methanol  plant was brought on line. In Australia,  commissioning  of North West
Shelf Train 4 has commenced with first gas delivered to the plant.

In the UK the Clair jacket and deck has been installed  offshore.  In Egypt, the
first steps were taken towards the  development  of a major LNG  business,  with
agreements signed to deliver natural gas to the Damietta plant.

In the second  quarter we had a further  exploration  success in Angola with the
Venus  discovery in offshore  Block 31 and two  discoveries in the Nile Delta in
Egypt, Temsah and Polaris.

Page 7

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

REFINING AND MARKETING



                                                                 Three months ended           Six months ended
                                                                       June 30                    June 30
                                                                     (Unaudited)                 (Unaudited)
                                                                 2004           2003        2004             2003
                                                              ----------------------      -----------------------

                                                                                            
 Turnover                                        - $m          45,467         34,874      87,161           74,369

 Profit before interest and tax                  - $m           1,772            115       3,021            1,363
 Exceptional (gains) losses                      - $m              18             49         158              101
                                                              -------         ------      ------           ------
 Total operating profit                          - $m           1,790            164       3,179            1,464
                                                              =======         ======      ======           ======
 Total refined product sales                     - mb/d         6,138         7,023        6,539           6,914
 Refinery throughputs                            - mb/d         3,022         3,265        2,983           3,146
 Refining availability (a)                       - %             95.1          96.7         95.1            95.4
 Global Indicator Refining Margin (b)            - $/bbl         7.89          3.27         6.25            3.89

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

(a)  Refining availability is the weighted average percentage of the period that
     refinery units are available for processing,  after accounting for downtime
     such as turnarounds.
(b)  The Global  Indicator  Refining Margin (GIM) is the average of six 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. The refining margins are industry specific measures rather than
     BP specific,  which we believe are useful to investors in analyzing  trends
     in the industry and their impact on our results. The margins are calculated
     by BP based on published  crude oil and product  prices and take account of
     fuel utilization and catalyst costs. No account is taken of BP's other cash
     and  non-cash  costs of  refining  such as wages  and  salaries  and  plant
     depreciation. The indicator margin may not be representative of the margins
     achieved  by  BP  in  any  period  because  of  BP's  particular   refinery
     configurations and crude and product slate.

Turnover  for the three  months  and six months  ended  June 30,  2004 was $45.5
billion and $87.2  billion  respectively,  compared with $34.9 billion and $74.4
billion for the same periods in the prior year.  The increase in turnover in the
second  quarter of 2004 compared with 2003 was due  principally to higher prices
contributing   approximately   $12  billion  and  foreign   exchange   movements
contributing  approximately  $3 billion,  offset by lower  trading and crude oil
sales of around $4 billion.  The  increase in turnover in the first half of 2004
compared  with the  first  half of 2003 was  principally  due to  higher  prices
contributing   approximately   $12.5  billion  and  foreign  exchange  movements
contributing  approximately  $5.3  billion,  partly  offset by lower trading and
crude oil sales of around $4.8 billion.

Profit  before  interest  and tax for the three months and six months ended June
30, 2004 was $1,772 million and $3,021 million respectively,  compared with $115
million and $1,363  million for the  equivalent  periods in 2003.  Profit in the
second  quarter and first half of 2004 was after net  exceptional  losses before
tax of $18 million and $158 million  respectively,  which relate  principally to
the disposal of Singapore Refining Company Private Limited (SRC) and the closure
of the  lubricants  operation of the Coryton  Refinery in the UK.  Profit in the
second quarter and half year of 2003 was after net exceptional losses before tax
of $49  million  and $101  million  respectively,  related  to the  disposal  of
approximately 2.4% of the North Germany Retail site network, offset by a gain of
$9 million from disposal of 21 Retail sites in Greece,  and a gain of $9 million
from the disposal of the US Pipeline East Texas Crude line.

Total  operating  profit for the three months and six months ended June 30, 2004
was $1,790 million and $3,179 million respectively,  including inventory holding
gains of $428 million and $957 million respectively.  Total operating profit for
the three  months and six months ended June 30, 2003 was $164 million and $1,464
million  respectively,  after inventory  holding losses of $773 million and $153
million  respectively,  and is  after  charging  Veba  integration  costs of $41
million and $59 million respectively.

The primary  reasons for the increase in operating  profit in the second quarter
of 2004  compared  with the second  quarter of 2003  reflects  approximately  $1
billion from improved  refining  margins,  particularly in the US, due to strong
demand,  coupled with  below-normal  inventories and the impact of industry-wide
planned and unplanned refinery  maintenance.  This increase was offset partly by
operational outages at the Texas City Refinery and higher purchased energy costs
of around $100 million. Marketing margins declined by approximately $200 million
and adverse foreign exchange movement impacted operating profit by approximately
$100 million.

Page 8

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


REFINING AND MARKETING (concluded)

The main reasons for the  increase in  operating  profit in the six months ended
June 30,  2004,  compared  with the six  months  ended June 30,  2003  reflected
approximately  $1.2 billion from improved refining margins,  particularly in the
US, due to strong demand,  coupled with below-normal  inventories and the impact
of industry-wide planned and unplanned refinery  maintenance.  This increase was
offset  partly by  operational  outages  at the Texas City  Refinery  and higher
purchased  energy costs of around $100 million.  Marketing  margins  declined by
approximately  $300  million and adverse  foreign  exchange  movements  impacted
operating profit by approximately $200 million.

During  the  second   quarter,   BP  continued   the   successful   roll-out  of
Ultimate(R)(a) generation gasoline and diesel fuels with launches in Germany and
Austria.

Also in the quarter, BP announced the closure of refining operations at the ATAS
Refinery in Mersin, south eastern Turkey. The site will continue to operate as a
fuels terminal.

The disposal of BP's interests in the Singapore Refinery Company Private Limited
was concluded on June 30.

Shortly after the second quarter, BP and the Singapore Petroleum Company Limited
(SPC) announced that conditional  agreement had been reached for SPC to purchase
BP's Retail and LPG business in the Singapore  retail network and related assets
for $70 million; the transaction completion is expected towards the end of 2004.

In the first quarter,  BP and Lembaga Tabung Angkatan  Tentera (LTAT)  announced
that  agreement had been reached for LTAT to purchase BP's 70%  shareholding  in
the BP Malaysia  Sdn Bhd fuels  business.  Subject to  receiving  the  necessary
regulatory  consents,  this transaction is expected to be concluded in the third
quarter of 2004.

(a) Ultimate(R) is a trademark of BP p.l.c.

Page 9

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

PETROCHEMICALS



                                                        Three months ended             Six months ended
                                                              June 30                      June 30
                                                            (Unaudited)                  (Unaudited)
                                                        2004           2003         2004              2003
                                                     ----------------------      -------------------------

                                                                                       
 Turnover                                - $m           4,805          4,197        9,315             8,318

 Profit before interest and tax          - $m             248            203          344               486
 Exceptional (gains) losses              - $m             (6)            (2)          148               (9)
                                                      -------         ------      -------           -------
 Total operating profit                  - $m             242            201          492               477
                                                      =======         ======      =======           =======
 Production (a)                          - kte          7,171          6,770       14,414            13,750
 Petrochemicals Indicator Margin (b)     - $/te           131(c)         134          128(c)            115

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

(a)  Includes  BP share of joint  ventures,  associated  undertakings  and other
     interests in production.
(b)  The  Petrochemicals  Indicator  Margin  (CIM)  is  a  weighted  average  of
     externally-based  product margins.  It is based on market data collected by
     Nexant in its  quarterly  market  analyses,  which we weight  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  (LAOs),  acetic  acid,  vinyl  acetate
     monomers  and  nitriles.   Not  included  are  fabrics  and  fibres,   poly
     alpha-olefins  (PAOs),  anhydrides,   speciality  intermediates,   and  the
     remaining parts of the solvents and acetyls businesses. This measure is not
     BP specific,  rather it is an indicator of relative industry  profitability
     and BP's actual margins will differ.  While not entirely  representative of
     BP's complete range of products,  we believe it does provide investors with
     useful   information   about  the  environment   for  BP's  products.
(c)  Provisional. The data for the second quarter is based on two months' actual
     and one month of provisional data.

Turnover  for the three  months  and six  months  ended  June 30,  2004 was $4.8
billion  and $9.3  billion  respectively,  compared  with $4.2  billion and $8.3
billion for the  equivalent  periods in 2003.  The  increase in turnover for the
second quarter compared with the equivalent  period in 2003 reflects an increase
of approximately $0.3 billion from higher sales volumes primarily in Asia and an
increase of approximately $0.3 billion from higher prices reflecting the capture
of higher feedstock prices in sales. The increase in turnover for the first half
of 2004 compared with the first half of 2003 was  attributable to an increase of
$0.5 billion from higher  volumes,  primarily in Asia, and an increase of around
$0.5 billion from higher prices.

Profit  before  interest  and tax for the three months and six months ended June
30, 2004 was $248  million and $344  million  respectively,  compared  with $203
million and $486  million  for the  equivalent  periods in 2003.  Profit for the
second quarter and first half of 2004 included net exceptional  gains before tax
of $6 million and exceptional  losses of $148 million  respectively,  which were
associated  largely with the sale of our Speciality  Intermediates  Business and
the exit of the Baglan Bay site in the UK.  Profit  for the second  quarter  and
first half of 2003 included net  exceptional  gains before tax of $2 million and
$9 million.

Total  operating  profit for the three months and six months ended June 30, 2004
was $242  million and $492 million  respectively,  including  inventory  holding
gains of $40 million and $161 million  respectively.  Total operating profit for
the three  months and six months  ended June 30, 2003 was $201  million and $477
million  respectively,  after  inventory  holding  losses  of $103  million  and
including gains of $43 million respectively.

Operating  profit for the three  months  ended June 30, 2004  compared  with the
equivalent  period in 2003 reflects  higher  realizations of around $330 million
more than offset by higher costs  including  adverse foreign  exchange  impacts,
higher  energy  costs and  increased  feedstock  prices of around $440  million.
Operating  profit  for the six  months  ended June 30,  2004  compared  with the
equivalent  periods  in 2003  reflects  principally  weaker  Olefins  margins in
Europe.

Petrochemicals production of 7,171 thousand tonnes in the second quarter of 2004
was 401 thousand tonnes above the second quarter of 2003.  Higher production was
due to improved plant  utilization and organic  growth,  including two new Asian
PTA  plants  coming  on  stream  and  increasing  our  share of Asian  PTA joint
ventures.  First half  production was 664 thousand tonnes higher than a year ago
due to new Asian PTA capacity and higher asset utilization.

Page 10

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

During the second quarter we signed a heads of agreement with Sinopec,  to build
a new 500 thousand  tonnes a year acetic acid plant in China (BP share 50%).  In
addition  we signed a letter of intent to examine  the  viability  of  expanding
production at the BP Zhuhai PTA plant in China (BP share 85%) to 1,200  thousand
tonnes a year. We completed the sale of our Speciality Intermediates Business.

We have progressed  with plans to consolidate the Olefins and Derivatives  (O&D)
business into a stand-alone entity able to operate separately from the BP Group.
The BP Group  plans  to sell O&D in due  course,  possibly  commencing  the sale
through  an Initial  Public  Offering,  depending  on market  circumstances  and
necessary  approvals in the second half of 2005. We intend to retain the balance
of our petrochemicals portfolio,  comprising the Aromatics and Acetyls business,
within Refining and Marketing.


Page 11

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

GAS, POWER AND RENEWABLES



                                                       Three months ended           Six months ended
                                                             June 30                     June 30
                                                           (Unaudited)                 (Unaudited)
                                                       2004           2003        2004             2003
                                                    ----------------------     ------------------------

                                                                                  
 Turnover                              - $m          18,434         14,910      39,409           32,990

 Profit before interest and tax        - $m             210             69         398              312
 Exceptional (gains) losses            - $m               -             (6)          -               (6)
                                                    -------         ------      ------           ------
 Total operating profit                - $m             210             63         398              306
                                                    =======         ======      ======           ======


Turnover  for the three  months  and six months  ended  June 30,  2004 was $18.4
billion and $39.4  billion  respectively,  compared with $14.9 billion and $33.0
billion for the same  periods in 2003.  The  increase  for the quarter  reflects
increases of $2.3  billion due to higher  volumes and $1.2 billion due to higher
prices. The increase for the half year reflects increases of $6.2 billion due to
higher volumes and $0.2 billion due to higher prices.

Profit  before  interest  and tax for the three months and six months ended June
30,  2004 was $210  million and $398  million  respectively,  compared  with $69
million and $312  million  for the  equivalent  periods in 2003.  Profit for the
second quarter and first half of 2003 included  exceptional  gains of $6 million
before tax.

Total  operating  profit for the three months and six months ended June 30, 2004
was $210 million and $398 million  respectively,  after inventory holding losses
of $6 million and $16 million respectively. Total operating profit for the three
months  and six months  ended June 30,  2003 was $63  million  and $306  million
respectively,  after  inventory  holding  losses of $72  million and $45 million
respectively.

Higher  operating  profit in the three months ended June 30, 2004  compared with
the equivalent period in 2003 reflected  principally a higher  contribution from
the natural gas liquids  business in North America of $90 million.  The increase
in  operating  profit in the six months  ended June 30, 2004  compared  with the
equivalent  period in 2003 reflected  higher  contribution  from the natural gas
liquids in North America of around $90 million,  a higher  contribution from the
global LNG and Solar  businesses  of around $50 million,  partially  offset by a
lower marketing and trading result of around $57 million.

During the second quarter 2004, the Guangdong  Dapeng LNG Company Ltd. (BP share
30%) in China signed a series of milestone  agreements relating to the Guangdong
LNG terminal and trunkline  project which is due on stream in 2006. In addition,
since the end of the second  quarter,  the Tangguh LNG project in Indonesia  (BP
share  37.16%)  signed a sale and  purchase  agreement  for the  supply  of 0.55
million  tonnes  per annum for a period of 20 years to Posco,  who is  currently
building an LNG import  terminal at Gwangyang in South Korea.  BP Gas  Marketing
Ltd. has signed an agreement  with the Egyptian  Natural Gas Holding  Company to
purchase  LNG under a long term  contract  from the  Damietta LNG plant which is
expected to start commercial production in 2005.


Page 12

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

OTHER BUSINESSES AND CORPORATE


                                                             Three months ended           Six months ended
                                                                  June 30                      June 30
                                                                (Unaudited)                  (Unaudited)
                                                             2004           2003         2004            2003
                                                          ---------------------      -----------------------
                                                                                           
 Turnover                                    - $m             132            129          253             240

 Profit (loss) before interest and tax       - $m            (164)          (153)         965            (319)
 Exceptional (gains) losses                  - $m               1             12       (1,312)              6
                                                          -------         ------       ------          ------
 Total operating profit (loss)               - $m            (163)          (141)        (347)           (313)
                                                          =======         ======       ======          ======


Other businesses and corporate  comprises Finance,  the Group's aluminium asset,
and interest income and costs relating to corporate activities.

Profit or loss before interest and tax for the three months and six months ended
June  30,  2004  was a loss  of  $164  million  and a  profit  of  $965  million
respectively,  compared  with losses of $153  million  and $319  million for the
equivalent  periods in 2003. The second quarter of 2004 included net exceptional
losses before tax of $1 million,  compared  with $12 million  before tax for the
equivalent period in 2003. The first half of 2004 included net exceptional gains
of  $1,312  million  before  tax,  which  were  associated  with the sale of our
interest in  PetroChina  for $1.65  billion and our interest in Sinopec for $0.7
billion. The first half of 2003 included net exceptional losses before tax of $6
million.

FORWARD-LOOKING STATEMENTS

In order to utilize the 'Safe Harbor'  provisions  of the United States  Private
Securities  Litigation  Reform  Act  of  1995,  BP is  providing  the  following
cautionary  statement.  The foregoing  discussion,  in particular,  although not
limited  to,  the  statements  under  `Group  Results',  with  regard to working
capital,  fulfillment of contract  obligations,  the timing of acquisitions  and
divestments  and the timing of new projects are all  forward-looking  in nature.
Forward-looking  statements  are also  identified  by such  phrases  as  `will',
`expects', `is expected to', `should', `may', `is likely to', `intends', `plans'
and `believes'.  By their nature,  forward-looking  statements  involve risk and
uncertainty  because they relate to events and depend on circumstances that will
occur in the future and are outside the control of BP. Actual results may differ
materially  from those expressed in such  statements,  depending on a variety of
factors,   including  the  specific   factors   identified  in  the  discussions
accompanying such forward-looking statements,  future levels of industry product
supply, the timing of bringing new fields onstream, demand and pricing, exchange
rate fluctuations,  operational problems, general economic conditions, political
stability and economic  growth in relevant  areas of the world,  changes in laws
and governmental regulations,  development and use of new technology, successful
partnering,  the actions of  competitors,  the actions of competitors  and third
party suppliers of facilities and services,  natural disasters and other changes
to business conditions,  prolonged adverse weather conditions, changes in public
expectations  and  other  changes  to  business  conditions,  wars  and  acts of
terrorism or sabotage,  and other  factors  discussed  elsewhere in this report.
These and other  factors may cause  actual  results and  developments  to differ
materially from those expressed or implied by these forward-looking  statements.
Additional  information,  including information on factors which may affect BP's
business,  is contained in BP's Annual  Report and Annual  Accounts for 2003 and
the  Annual  Report  on Form  20-F for 2003  filed  with the US  Securities  and
Exchange Commission.

2004 DIVIDENDS

On July 27, 2004, BP p.l.c.  announced a second  quarterly  dividend for 2004 of
7.10 cents per ordinary share of 25 cents (ordinary shares), representing $0.426
per American  Depositary  Share (ADS) amounting to $1,536 million in total.  The
record date for qualifying US resident holders of American  Depositary Shares as
well as holders of ordinary  shares is August 13, 2004, and payment will be made
on September 7, 2004.

A dividend  reinvestment  facility  is  available  for  holders of ADSs  through
JPMorgan  Chase  Bank  (formerly   known  as  Morgan  Guaranty  Trust  Company).
Participants  in the dividend  reinvestment  facility  included in the US Direct
Access Plan received the dividend in the form of shares on September 7, 2004.




Page 13

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




                                                            Three months ended                Six months ended
                                                                  June 30                          June 30
                                                                (Unaudited)                      (Unaudited)
                                                           2004             2003            2004            2003
                                                           ---------------------            --------------------
                                                                  ($ million, except per share amounts)

                                                                                            
 Turnover - Note 3                                       71,154           54,790         140,634         117,219
 Less: joint ventures                                     2,063              364           3,941             762
                                                      ---------       ----------       ---------        --------
 Group turnover                                          69,091           54,426         136,693         116,457

 Cost of sales                                           59,694           47,556         118,444         100,224
 Production taxes - Note 4                                  424              382             949             886
                                                      ---------       ----------       ---------        --------
 Gross profit                                             8,973            6,488          17,300          15,347
 Distribution and administration expenses                 3,399            3,406           6,639           6,650
 Exploration expense - Note 5                               108              101             244             213
                                                      ---------       ----------       ---------        --------
                                                          5,466            2,981          10,417           8,484
 Other income                                               161              197             251             328
                                                      ---------       ----------       ---------        --------
 Group operating profit                                   5,627            3,178          10,668           8,812
 Share of profits of joint ventures                         734              104           1,225             222
 Share of profits of associated undertakings                134              103             284             289
                                                      ---------       ----------       ---------        --------
 Total operating profit                                   6,495            3,385          12,177           9,323
 Profit (loss) on sale of fixed assets and
   businesses                                              (127)             280           1,103             674
 or termination of operations - Note 6
                                                      ---------       ----------       ---------        --------
 Profit before interest and tax                           6,368            3,665          13,280           9,997
 Interest expense - Note 7                                  145              149             297             325
 Other finance expense - Note 8                              76              127             152             256
                                                      ---------       ----------       ---------        --------
 Profit before taxation                                   6,147            3,389          12,831           9,416
 Taxation - Note 9                                        2,199            1,744           4,021           3,526
                                                      ---------       ----------       ---------        --------
 Profit after taxation                                    3,948            1,645           8,810           5,890
 Minority shareholders' interest                             52               60              96              86
                                                      ---------       ----------       ---------        --------
 Profit for the period (a)                                3,896            1,585           8,714           5,804
                                                      =========       ==========       =========        ========
 Earnings per ordinary share - cents (a)
      Basic                                               17.80             7.19           39.61           26.09
      Diluted                                             17.43             7.16           38.77           26.00
                                                      ---------       ----------       ---------        --------
 Earnings per American Depositary Share - cents (a)
      Basic                                              106.80            43.14          237.66          156.54
      Diluted                                            104.58            42.96          232.62          156.00
                                                      ---------       ----------       ---------        --------
 Average number of outstanding ordinary
 shares (thousand)                                   21,906,318       22,164,026      21,997,057      22,244,797
                                                      =========       ==========       =========        ========


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

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




Page 14

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




                                                      June 30, 2004                         December 31, 2003
                                                       (Unaudited)
                                                    -----------------                      --------------------
                                                                           ($ million)
                                                                                            
 Fixed assets
    Intangible assets                                            13,113                                  13,642
    Tangible assets                                              91,275                                  91,911
    Investments                                                  19,034                                  17,458
                                                                -------                                 -------
                                                                123,422                                 123,011
 Current assets
    Inventories                                     12,470                                   11,617
    Receivables                                     36,347                                   33,902
    Investments                                        172                                      185
    Cash at bank and in hand                         1,531                                    1,947
                                                   -------                                  -------
                                                    50,520                                   47,651
                                                   -------                                  -------

 Current liabilities - falling due within one year
    Finance debt                                     7,393                                    9,456
    Accounts payable and accrued liabilities        44,859                                   41,128
                                                   -------                                  -------
                                                    52,252                                   50,584
                                                   -------                                  -------

 Net current assets (liabilities)                                (1,732)                                 (2,933)
                                                                -------                                 -------
 Total assets less current liabilities                          121,690                                 120,078

 Noncurrent liabilities
    Finance debt                                    12,465                                   12,869
    Accounts payable and accrued liabilities         5,728                                    6,090
    Provisions for liabilities and charges
       Deferred tax                                 14,539                                   14,371
       Other                                         8,610                                    8,815
                                                   -------                                  -------
                                                                 41,342                                  42,145
                                                                -------                                 -------
 Net assets excluding pension and other
 postretirement benefit balances                                 80,348                                  77,933
 Defined benefit pension plan surplus                1,258                                    1,021
 Defined benefit pension plan and other
 postretirement benefit plan deficits               (7,556)                                  (7,510)
                                                   -------                                  -------
                                                                 (6,298)                                 (6,489)
                                                                -------                                 -------
                                                                 74,050                                  71,444
 Net assets
 Minority shareholders' interest - equity                         1,232                                   1,125
                                                                -------                                 -------
 BP shareholders' interest (a) - Note 12                         72,818                                  70,319
                                                                =======                                 =======

 Represented by:
 Capital shares
    Preference                                                       21                                      21
    Ordinary                                                      5,447                                   5,531
 Paid-in surplus                                                  4,785                                   4,480
 Merger reserve                                                  27,131                                  27,077
 Retained earnings                                               35,424                                  33,177
 Shares held by ESOP trusts                                         (65)                                    (96)
 Other reserves                                                      75                                     129
                                                                -------                                 -------
                                                                 72,818                                  70,319
                                                                =======                                 =======


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

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




Page 15

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




                                                            Three months ended                Six months ended
                                                                  June 30                          June 30
                                                                (Unaudited)                      (Unaudited)
                                                           2004             2003            2004            2003
                                                           ---------------------            --------------------
                                                                                 ($ million)
                                                                                             
 Net cash inflow from operating activities                6,917            7,346          14,591          13,307
                                                        -------          -------         -------         -------
 Dividends from joint ventures                                7               28             185              41
                                                        -------          -------         -------         -------
 Dividends from associated undertakings                      97              177             128             232
                                                        -------          -------         -------         -------
 Servicing of finance and returns on investments
 Interest received                                           45               52              86              83
 Interest paid                                             (154)            (446)           (319)           (653)
 Dividends received                                          18               42              30              48
 Dividends paid to minority shareholders                     (8)             (11)            (10)            (13)
                                                        -------          -------         -------         -------
 Net cash outflow from servicing of finance
 and returns on investments                                 (99)            (363)           (213)           (535)
                                                        -------          -------         -------         -------

 Taxation
 UK corporation tax                                        (388)            (280)           (710)           (592)
 Overseas tax                                            (1,231)          (1,573)         (1,489)         (1,893)
                                                        -------          -------         -------         -------
 Tax paid                                                (1,619)          (1,853)         (2,199)         (2,485)
                                                        -------          -------         -------         -------

 Capital expenditure and financial investment
 Payments for fixed assets                               (2,764)          (2,760)         (5,705)         (5,631)
 Proceeds from the sale of fixed assets                     352            1,652           3,191           3,969
                                                        -------          -------         -------         -------
 Net cash outflow for capital expenditure and
 financial investment                                    (2,412)          (1,108)         (2,514)         (1,662)
                                                        -------          -------         -------         -------

 Acquisitions and disposals
 Acquisitions, net of cash acquired                         (14)            (150)            (14)           (150)
 Proceeds from the sale of businesses                       305               19             305             179
 Net investment in TNK-BP joint venture                       -                -          (1,273)              -
 Net investment in other joint ventures                     (21)              (2)           (113)            (16)
 Investments in associated undertakings                    (148)            (331)           (581)           (517)
                                                        -------          -------         -------         -------
 Net cash (outflow) inflow for acquisitions
 and disposals                                              122             (464)         (1,676)           (504)
                                                        -------          -------         -------         -------
 Equity dividends paid                                   (1,478)          (1,386)         (2,970)         (2,783)
                                                        -------          -------         -------         -------
 Net cash inflow (outflow)                                1,535            2,377           5,332           5,611
                                                        =======          =======         =======         =======

 Financing                                                2,155            1,355           5,753           4,954
 Management of liquid resources                            (153)              93             (15)            106
 Increase (decrease) in cash                               (467)             929            (406)            551
                                                        -------          -------         -------         -------
                                                          1,535            2,377           5,332           5,611
                                                        =======          =======         =======         =======


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

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




Page 16

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




                                                            Three months ended                Six months ended
                                                                  June 30                          June 30
                                                                (Unaudited)                      (Unaudited)
                                                           2004             2003            2004            2003
                                                           ---------------------            --------------------
                                                                                 ($ million)
                                                                                             
 Reconciliation of profit before interest and tax
 to net cash inflow from operating activities
 Profit before interest and tax                           6,368            3,665          13,280           9,997
 Depreciation and amounts provided                        2,738            2,653           5,552           5,362
 Exploration expenditure written off                         22               43              89              93
 Net operating charge for pensions and other
 postretirement benefits, less contributions                (34)              45             (57)           (198)
 Share of profits of joint ventures and associated
 undertakings                                              (868)            (207)         (1,509)           (511)
 Interest and other income                                  (74)            (100)           (138)           (148)
 (Profit) loss on sale of fixed assets and businesses       127             (280)         (1,103)           (674)
 Charge for provisions                                       50               29             117              58
 Utilization of provisions                                  (95)            (209)           (250)           (325)
 (Increase) decrease in inventories                      (1,412)             193          (1,165)            569
 (Increase) decrease in debtors                          (1,400)           3,263          (2,986)         (3,382)
 Increase (decrease) in creditors                         1,495           (1,749)          2,761           2,466
                                                        -------          -------         -------         -------
 Net cash inflow from operating activities                6,917            7,346          14,591          13,307
                                                        =======          =======         =======         =======

 Financing
 Long-term borrowing                                       (430)            (208)         (1,058)         (1,223)
 Repayments of long-term borrowing                          434              607           1,270           1,010
 Short-term borrowing                                      (111)            (418)           (267)         (1,044)
 Repayments of short-term borrowing                         314              388           2,722           4,287
                                                        -------          -------         -------         -------
                                                            207              369           2,667           3,030

 Issue of ordinary share capital for
   employee share schemes                                   (96)             (14)           (222)            (81)
 Purchase of shares by ESOP trusts                           44                -              59               6
 Repurchase of ordinary share capital                     2,000            1,000           3,249           1,999
                                                        -------          -------         -------         -------
 Net cash outflow from financing                          2,155            1,355           5,753           4,954
                                                        =======          =======         =======         =======


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


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




Page 17

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

1.   The  results for the interim  periods are  unaudited  and in the opinion of
     management include all adjustments necessary for a fair presentation of the
     results for the periods  presented.  The interim  financial  statements and
     notes  included  in this  Report  should  be read in  conjunction  with the
     consolidated  financial  statements  and  related  notes for the year ended
     December  31, 2003  included in BP's Annual  Report on Form 20-F filed with
     the Securities and Exchange Commission.

2.   Restatement of comparative information

     Comparative  information  for 2003 has been restated to reflect the changes
     described below.

     (a)  Transfer of Natural Gas Liquids  activities.  With effect from January
          1, 2004 natural gas liquids  (NGL)  activities  have been  transferred
          from Exploration and Production to Gas, Power and Renewables.

     (b)  New  accounting   standard  for  pensions  and  other   postretirement
          benefits.  With effect from  January 1, 2004 BP has adopted  Financial
          Reporting  Standard  No. 17  'Retirement  Benefits'  (FRS 17).  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. This contrasts with Statement
          of Standard Accounting Practice No. 24 'Accounting for Pension Costs',
          which  requires the cost of providing  pensions to be  recognized on a
          systematic  and  rational  basis  over the  period  during  which  the
          employer benefits from the employee's services. The difference between
          the  amount  charged in the income  statement  and the amount  paid as
          contributions  into  the  pension  fund is shown  as a  prepayment  or
          provision on the balance sheet.

     (c)  Accounting  for  Employee  Share  Ownership  Plans.  With  effect from
          January 1, 2004 BP has adopted  Urgent Issues Task Force  Abstract No.
          38 'Accounting for ESOP Trusts'. This abstract requires that BP shares
          held by the Group for the purposes of Employee Share  Ownership  Plans
          (ESOPs) are  deducted  from equity on the balance  sheet.  Such shares
          were previously classified as fixed asset investments.



          Balance sheet at 31 December 2003                                Restated                Reported
                                                                           --------                --------
                                                                                    ($ million)
                                                                                              
          Fixed assets
              Intangible assets                                              13,642                  13,642
              Tangible assets                                                91,911                  91,911
              Investments                                                    17,458                  17,554
                                                                           --------                --------
                                                                            123,011                 123,107
                                                                           --------                --------
          Current assets                                                     47,651                  54,465
          Creditors - amounts falling due within one year                    50,584                  50,584
                                                                           --------                --------
          Net current assets (liabilities)                                   (2,933)                  3,881
                                                                           --------                --------
          Total assets less current liabilities                             120,078                 126,988
          Creditors - amounts falling due after more than one year           18,959                  18,959
          Provisions for liabilities and charges
              Deferred taxation                                              14,371                  15,273
              Other provisions                                                8,815                  15,693
                                                                           --------                --------
          Net assets excluding pension and other
              postretirement benefit balances                                77,933                  77,063
          Defined benefit pension plan surplus                                1,021                       -
          Defined benefit pension plan and other postretirement
              benefit plan deficits                                          (7,510)                      -
                                                                           --------                --------
          Net assets                                                         71,444                  77,063
          Minority shareholders' interest                                     1,125                   1,125
                                                                           --------                --------
          BP shareholders' interest                                          70,319                  75,938
                                                                           ========                ========





Page 18

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




               Income Statements                        Three months ended               Six months ended
                                                           June 30 2003                    June 30 2003
                                                           (Unaudited)                     (Unaudited)
                                                     Restated         Reported       Restated         Reported
                                                     --------         --------       --------         --------
                                                             ($ million except per share amounts)
                                                                                            
               Exploration and Production               3,431            3,483          8,155            8,248
               Refining and Marketing                     115               67          1,363            1,266
               Petrochemicals                             203              212            486              504
               Gas, Power and Renewables                   69               37            312              258
               Other businesses and corporate            (153)            (146)          (319)            (305)
                                                     --------         --------       --------         --------
               Profit before interest and tax           3,665            3,653          9,997            9,971
               Interest expense                           149              191            325              411
               Other finance expense                      127                -            256                -
                                                     --------         --------       --------         --------
               Profit before taxation                   3,389            3,462          9,416            9,560
               Taxation                                 1,744            1,768          3,526            3,573
                                                     --------         --------       --------         --------
               Profit after taxation                    1,645            1,694          5,890            5,987
               Minority shareholders' interest             60               60             86               86
                                                     --------         --------       --------         --------
               Profit for the period                    1,585            1,634          5,804            5,901
                                                     ========         ========       ========         ========
               Distribution to shareholders             1,434            1,434          2,820            2,820
                                                     --------         --------       --------         --------
               Profit per ordinary share - cents
               Basic                                     7.19             7.41          26.09            26.52
               Diluted                                   7.16             7.39          26.00            26.44
                                                     ========         ========       ========         ========





Page 19

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




                                                      Three months ended              Six months ended
                                                            June 30                        June 30
                                                          (Unaudited)                    (Unaudited)
                                                     2004             2003          2004             2003
                                                     ---------------------          ---------------------
                                                                        ($ million)
                                                                                       
 3.   Turnover
      By business
      Exploration and Production                    8,213            7,272        16,379           16,150
      Refining and Marketing                       45,467           34,874        87,161           74,369
      Petrochemicals                                4,805            4,197         9,315            8,318
      Gas, Power and Renewables                    18,434           14,910        39,409           32,990
      Other businesses and corporate                  132              129           253              240
                                                  -------          -------       -------          -------
                                                   77,051           61,382       152,517          132,067
      Less: sales between businesses                7,960            6,956        15,824           15,610
                                                  -------          -------       -------          -------
      Group excluding joint ventures               69,091           54,426       136,693          116,457
      Share of sales of joint ventures              2,063              364         3,941              762
                                                  -------          -------       -------          -------
                                                   71,154           54,790       140,634          117,219
                                                  =======          =======       =======          =======
      By geographical area
      Group excluding joint ventures
      UK                                           17,355           13,161        34,651           28,293
      Rest of Europe                               13,332           12,501        25,373           25,818
      USA                                          33,541           24,103        65,344           53,444
      Rest of World                                15,787           12,102        31,604           25,838
                                                  -------          -------       -------          -------
                                                   80,015           61,867       156,972          133,393
      Less: sales between areas                    10,924            7,441        20,279           16,936
                                                  -------          -------       -------          -------
                                                   69,091           54,426       136,693          116,457
                                                  =======          =======       =======          =======
 4.   Production taxes
      UK petroleum revenue tax                         46               58           172              191
      Overseas production taxes                       378              324           777              695
                                                  -------          -------       -------          -------
                                                      424              382           949              886
                                                  =======          =======       =======          =======
 5.   Exploration expense
      Exploration and Production
          UK                                            3                2             5                5
          Rest of Europe                                6                5             8                9
          USA                                          63               47           160               84
          Rest of World                                36               47            71              115
                                                  -------          -------       -------          -------
                                                      108              101           244              213
                                                  =======          =======       =======          =======





Page 20

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




                                                           Three months ended              Six months ended
                                                                 June 30                        June 30
                                                               (Unaudited)                    (Unaudited)
                                                          2004             2003          2004             2003
                                                          ---------------------          ---------------------
                                                                             ($ million)
                                                                                            

 6.   Analysis of exceptional items Profit
        (loss) on sale of fixed assets and
      businesses or termination of operations
      Exploration and Production                          (114)             333            97              766
      Refining and Marketing                               (18)            (49)          (158)           (101)
      Petrochemicals                                         6               2           (148)              9
      Gas, Power and Renewables                              -               6              -               6
      Other businesses and corporate                        (1)            (12)         1,312              (6)
                                                       -------         -------        -------         -------
      Exceptional items before taxation                   (127)            280          1,103             674
      Taxation credit (charge)                              28            (149)            98            (203)
                                                       -------         -------        -------         -------
      Exceptional items after taxation                     (99)            131          1,201             471
                                                       =======         =======        =======         =======

 7.   Interest expense
      Group interest payable                               147             163            296             350
      Capitalized                                          (52)            (43)          (102)            (77)
                                                       -------         -------        -------         -------
                                                            95             120            194             273
      Joint ventures                                        39              17             80              30
      Associated undertakings                               11              12             23              22
                                                       -------         -------        -------         -------
                                                           145             149            297             325
                                                       =======         =======        =======         =======

 8.   Other finance expense
      Interest on pension and other postretirement
      benefit plan liabilities                             491             460            991             920
      Expected return on pension and other
      postretirement benefit plan assets                  (491)           (375)          (989)           (750)
                                                       -------         -------        -------         -------
      Interest net of expected return on plan assets         -              85              2             170
      Unwinding of discount on provisions                   50              42             98              86
      Unwinding of discount on deferred consideration
      for acquisition of investment in TNK-BP               26               -             52               -
                                                       -------         -------        -------         -------
                                                            76             127            152             256
                                                       =======         =======        =======         =======
 9.   Charge for taxation
      Current                                            2,165           1,406          3,871           2,987
      Deferred                                              34             338            150             539
                                                       -------         -------        -------         -------
                                                         2,199           1,744          4,021           3,526
                                                       =======         =======        =======         =======
      UK                                                   366             379            711             830
      Overseas                                           1,833           1,365          3,310           2,696
                                                       -------         -------        -------         -------
                                                         2,199           1,744          4,021           3,526
                                                       =======         =======        =======         =======






Page 21

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


10. Business and geographical analysis



                                                                                     Gas,        Other
                                      Exploration    Refining                      Power    businesses
By business                                   and         and       Petro-           and           and
                                       Production   Marketing    chemicals    Renewables     corporate    Eliminations     Total
                                      -----------   ---------   ----------    ----------   -----------    ------------  --------
                                                                        ($ million)
                                                                                                    
Three months
ended June 30, 2004
Group turnover
-   third parties                           2,375      44,081        4,626        17,877           132               -    69,091
-   sales between businesses                5,838       1,386          179           557             -          (7,960)        -
                                      ------------------------------------------------------------------------------------------
                                            8,213      45,467        4,805        18,434           132          (7,960)   69,091
                                      ------------------------------------------------------------------------------------------

Share of sales by joint ventures            1,823         111          129             -             -               -     2,063
                                      ------------------------------------------------------------------------------------------
Equity accounted income                       784          40           41             3             -               -       868
                                      ------------------------------------------------------------------------------------------

Total operating profit (loss)               4,416       1,790          242           210          (163)              -     6,495
Exceptional items                            (114)        (18)           6             -            (1)              -      (127)
                                      ------------------------------------------------------------------------------------------
Profit (loss) before interest
and tax                                     4,302       1,772          248           210          (164)              -     6,368
                                      ------------------------------------------------------------------------------------------
Capital expenditure and
acquisitions                                2,305         640          181            82            26               -     3,234



Three months
ended June 30, 2003
Group turnover
-   third parties                           2,090      33,710        4,042        14,455           129               -    54,426
-   sales between businesses                5,182       1,164          155           455             -          (6,956)        -
                                      ------------------------------------------------------------------------------------------
                                            7,272      34,874        4,197        14,910           129          (6,956)   54,426
                                      ------------------------------------------------------------------------------------------

Share of sales by joint ventures              168         112           84             -             -               -       364
                                      ------------------------------------------------------------------------------------------
Equity accounted income                       161          37            2            (2)            9               -       207
                                      ------------------------------------------------------------------------------------------

Total operating profit (loss)               3,098         164          201            63          (141)              -     3,385
Exceptional items                             333         (49)           2             6           (12)              -       280
                                      ------------------------------------------------------------------------------------------
Profit (loss) before interest
and tax                                     3,431         115          203            69          (153)              -     3,665
                                      ------------------------------------------------------------------------------------------
Capital expenditure and
acquisitions                                2,434         385          198           126           183               -     3,326






Page 22

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


10. Business and geographical analysis - continued




                                                               Rest of              Rest of
By geographical area                                      UK    Europe        USA     World     Eliminations      Total
                                                     -------  --------    -------   -------     ------------    -------
                                                                               ($ million)
                                                                                              
Three months ended June 30, 2004
Group turnover   -third parties                       10,828    11,884     32,634    13,745                -     69,091
                 -sales between areas                  6,527     1,448        907     2,042          (10,924)         -
                                                     ------------------------------------------------------------------
                                                      17,355    13,332     33,541    15,787          (10,924)    69,091
                                                     ------------------------------------------------------------------

Share of sales by joint ventures                          43        86         52     1,882                -      2,063
                                                     ------------------------------------------------------------------
Equity accounted income                                    -        (3)        27       844                -        868
                                                     ------------------------------------------------------------------

Total operating profit (loss)                            619       901      2,574     2,401                -      6,495
Exceptional items                                        (56)       72        (20)     (123)               -       (127)
                                                     ------------------------------------------------------------------
Profit before interest and tax                           563       973      2,554     2,278                -      6,368
                                                     ------------------------------------------------------------------

Capital expenditure and acquisitions                     333       274      1,452     1,175                -      3,234



Three months ended June 30, 2003
Group turnover   -third parties                        9,696    10,229     23,639    10,862                -     54,426
                 -sales between areas                  3,465     2,272        464     1,240           (7,441)         -
                                                     ------------------------------------------------------------------
                                                      13,161    12,501     24,103    12,102           (7,441)    54,426
                                                     ------------------------------------------------------------------

Share of sales by joint ventures                          18        66         45       235                -        364
                                                     ------------------------------------------------------------------
Equity accounted income                                    4         5         28       170                -        207
                                                     ------------------------------------------------------------------

Total operating profit (loss)                             93       528      1,592     1,172                -      3,385
Exceptional items                                        535        12        (92)     (175)               -        280
                                                     ------------------------------------------------------------------
Profit before interest and tax                           628       540      1,500       997                -      3,665
                                                     ------------------------------------------------------------------

Capital expenditure and acquisitions                     361       167      1,509     1,289                -      3,326





Page 23

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


10. Business and geographical analysis - continued


                                                                                     Gas,        Other
                                      Exploration    Refining                      Power    businesses
By business                                   and         and       Petro-           and           and
                                       Production   Marketing    chemicals    Renewables     corporate    Eliminations     Total
                                      -----------   ---------   ----------    ----------   -----------    ------------  --------
                                                                        ($ million)
                                                                                                    
Six months
ended June 30, 2004
Group turnover
-   third parties                           4,774      84,376        8,990        38,300           253               -   136,693
-   sales between businesses               11,605       2,785          325         1,109             -         (15,824)        -
                                      ------------------------------------------------------------------------------------------
                                           16,379      87,161        9,315        39,409           253         (15,824)  136,693
                                      ------------------------------------------------------------------------------------------

Share of sales by joint ventures            3,456         227          258             -             -               -     3,941
                                      ------------------------------------------------------------------------------------------
Equity accounted income                     1,332          77           98             2             -               -     1,509
                                      ------------------------------------------------------------------------------------------

Total operating profit (loss)               8,455       3,179          492           398          (347)              -    12,177
Exceptional items                              97        (158)        (148)            -         1,312               -     1,103
                                      ------------------------------------------------------------------------------------------
Profit (loss) before interest
and tax                                     8,552       3,021          344           398           965               -    13,280
                                      ------------------------------------------------------------------------------------------
Capital expenditure and
acquisitions                                6,128       1,104          347           143            37               -     7,759



Six months
ended June 30, 2003
Group turnover
-   third parties                           4,039      72,150        8,042        31,986           240               -   116,457
-   sales between businesses               12,111       2,219          276         1,004             -         (15,610)        -
                                      ------------------------------------------------------------------------------------------
                                           16,150      74,369        8,318        32,990           240         (15,610)  116,457
                                      ------------------------------------------------------------------------------------------

Share of sales by joint ventures              349         212          201             -             -               -       762
                                      ------------------------------------------------------------------------------------------
Equity accounted income                       395          74           27            (3)           18               -       511
                                      ------------------------------------------------------------------------------------------

Total operating profit (loss)               7,389       1,464          477           306          (313)              -     9,323
Exceptional items                             766        (101)           9             6            (6)              -       674
                                      ------------------------------------------------------------------------------------------
Profit (loss) before interest
and tax                                     8,155       1,363          486           312          (319)              -     9,997
                                      ------------------------------------------------------------------------------------------
Capital expenditure and
acquisitions                                4,552         922          294           213           213               -     6,194






Page 24

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


10. Business and geographical analysis - concluded



                                                               Rest of              Rest of
By geographical area                                      UK    Europe        USA     World     Eliminations      Total
                                                     -------  --------    -------   -------     ------------    -------
                                                                               ($ million)
                                                                                              
Six months ended June 30, 2004
Group turnover   -third parties                       23,008    22,746     63,709    27,230                -    136,693
                 -sales between areas                 11,643     2,627      1,635     4,374          (20,279)         -
                                                     ------------------------------------------------------------------
                                                      34,651    25,373     65,344    31,604          (20,279)   136,693
                                                     ------------------------------------------------------------------

Share of sales by joint ventures                          84       174         91     3,592                -      3,941
                                                     ------------------------------------------------------------------
Equity accounted income                                    2         2         44     1,461                -      1,509
                                                     ------------------------------------------------------------------

Total operating profit (loss)                          1,020     1,654      5,008     4,495                -     12,177
Exceptional items                                       (101)       36       (170)    1,338                -      1,103
                                                     ------------------------------------------------------------------
Profit before interest and tax                           919     1,690      4,838     5,833                -     13,280
                                                     ------------------------------------------------------------------

Capital expenditure and acquisitions                     586       454      2,709     4,010                -      7,759



Six months ended June 30, 2003
Group turnover   -third parties                       20,615    21,286     52,494    22,062                -    116,457
                 -sales between areas                  7,678     4,532        950     3,776          (16,936)         -
                                                     ------------------------------------------------------------------
                                                      28,293    25,818     53,444    25,838          (16,936)   116,457
                                                     ------------------------------------------------------------------

Share of sales by joint ventures                          46       155         87       474                -        762
                                                     ------------------------------------------------------------------
Equity accounted income                                    3         2         63       443                -        511
                                                     ------------------------------------------------------------------

Total operating profit (loss)                          1,025     1,314      4,177     2,807                -      9,323
Exceptional items                                        524       (30)      (237)      417                -        674
                                                     ------------------------------------------------------------------
Profit before interest and tax                         1,549     1,284      3,940     3,224                -      9,997
                                                     ------------------------------------------------------------------

Capital expenditure and acquisitions                     656       369      2,903     2,266                -      6,194







Page 25

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




                                                               Three months ended              Six months ended
                                                                    June 30                         June 30
                                                                  (Unaudited)                    (Unaudited)
                                                             2004             2003           2004            2003
                                                             ---------------------           --------------------
                                                                                 ($ million)

                                                                                               
 11.  Analysis of changes in net debt Opening balance
      Finance debt                                          19,937          19,042         22,325          22,008
      Less:   Cash                                           2,006           1,151          1,947           1,520
              Current asset investments                        328             228            185             215
                                                           -------         -------        -------         -------
      Opening net debt                                      17,603          17,663         20,193          20,273
                                                           -------         -------        -------         -------
      Closing balance
      Finance debt                                          19,858          18,594         19,858          18,594
      Less:   Cash                                           1,531           2,115          1,531           2,115
              Current asset investments                        172             329            172             329
                                                           -------         -------        -------         -------
      Closing net debt                                      18,155          16,150         18,155          16,150
                                                           -------         -------        -------         -------
      Decrease (increase) in net debt                         (552)          1,513          2,038           4,123
                                                           =======         =======        =======         =======

      Movement in cash/bank overdrafts                        (467)            929           (406)            551
      (Decrease) increase in current asset investments        (153)             93            (15)            106
      Net cash outflow (inflow) from financing
      (excluding share capital)                                207             369          2,667           3,030
      Exchange of Exchangeable Bonds for
      Lukoil American Depositary Shares                          -               -              -             420
      Other movements                                            7             106             21             170
                                                           -------         -------        -------         -------
      Movement in net debt before exchange effects            (406)          1,497          2,267           4,277
      Exchange adjustments                                    (146)             16           (229)           (154)
                                                           -------         -------        -------         -------
      Decrease (increase) in net debt                         (552)          1,513          2,038           4,123
                                                           =======         =======        =======         =======






 12.  Movement in BP shareholders' interest                                                  ($ million)

                                                                                            
      Balance at December 31, 2003                                                              75,938
      Prior year adjustment - change in accounting policy (see Note 2)                          (5,619)
                                                                                               -------
      As restated                                                                               70,319
      Profit for the period                                                                      8,714
      Distribution to shareholders                                                              (3,019)
      Currency translation differences (net of tax)                                               (202)
      Issue of ordinary share capital for employee share schemes                                   222
      Net release of shares by ESOP trusts                                                          33
      Repurchase of ordinary share capital                                                      (3,249)
                                                                                               -------
      Balance at June 30, 2004                                                                  72,818
                                                                                               =======





Page 26

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


13.  Earnings per share

     The calculation of basic earnings per ordinary share is based on the profit
     attributable  to ordinary  shareholders,  i.e.,  profit for the period less
     preference  dividends,  related to the weighted  average number of ordinary
     shares  outstanding  during  the  period.  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,  adjusted for the unwinding of the
     discount on the deferred  consideration for the acquisition of our interest
     in  TNK-BP.  The  number  of shares  outstanding  is  adjusted  to show the
     potential  dilution if employee  share options are converted  into ordinary
     shares, and for the ordinary shares issuable,  in three annual tranches, in
     respect  of the  TNK-BP  joint  venture.  The  number  of  ordinary  shares
     outstanding  for basic and diluted  earnings per share may be reconciled as
     follows:



                                                              Three months ended                 Six months ended
                                                                    June 30                          June 30
                                                                  (Unaudited)                      (Unaudited)
                                                             2004             2003            2004             2003
                                                             ---------------------            ---------------------
                                                                               (shares thousand)
                                                                                               
      Weighted average number of ordinary shares       21,906,318       22,164,026       21,997,057       22,244,797
      Ordinary shares issuable under employee
      share schemes                                        89,784           54,194           71,504           70,293
      Ordinary shares issuable as consideration for
      BP's interest in the TNK-BP joint venture           446,636                -          498,077                -
                                                      -----------      -----------      -----------      -----------
                                                       22,442,738       22,218,220       22,566,638       22,315,090
                                                      ===========      ===========      ===========      ===========


14.  Share-based compensation

     BP   accounts   for  share   options   granted  to   employees   using  the
     intrinsic-value  method.  If the  fair  value  of  options  granted  in any
     particular  year is  estimated  and this value  amortized  over the vesting
     period of the options,  an  indication  of the cost of granting  options to
     employees can be made. The fair value of each share option granted has been
     estimated using a Black-Scholes option pricing model.

     The following  table  illustrates the effect on net income and earnings per
     share if the Company had applied the fair value  recognition  provisions of
     Statement  of  Financial  Accounting  Standards  No. 123,  `Accounting  for
     Stock-Based Compensation', to share-based employee compensation.



                                                              Three months ended                 Six months ended
                                                                    June 30                          June 30
                                                                  (Unaudited)                      (Unaudited)
                                                             2004             2003            2004             2003
                                                             ---------------------            ---------------------
                                                                                  ($ million)
                                                                                                  
     Profit for the period applicable to ordinary
       shares, as reported                                   3,895            1,584           8,713            5,803
     Deduct: Total stock-based employee compensation
       expense determined under fair value based method
       for all awards, net of related tax effects              (19)             (23)            (39)             (47)
                                                          --------         --------        --------         --------
     Pro forma net income                                    3,876            1,561           8,674            5,756
                                                          ========         ========        ========         ========
                                                                                    (cents)
     Earnings per share
       Basic - as reported                                   17.80             7.19           39.61            26.09
       Basic - pro forma                                     17.71             7.09           39.43            25.88

       Diluted - as reported                                 17.43             7.16           38.77            26.00
       Diluted - pro forma                                   17.35             7.06           38.60            25.79







Page 27

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

15.  US generally accepted accounting principles

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

     (i)  Group consolidation

          Where the Group conducts  activities  through a joint arrangement that
          is not  carrying on a trade or  business  in its own right,  the Group
          accounts  for  its own  assets,  liabilities  and  cash  flows  of the
          activity measured  according to the terms of the arrangement.  For the
          Group this method of  accounting  applies to  undivided  interests  in
          pipelines  from  production  facilities  to terminals  for shipping or
          onward  transmission  (such as the Trans Alaska Pipeline System and UK
          Central Area Transmission  System) and oil and natural gas exploration
          and production activities where the Group has a direct interest in the
          field or a contractual right to a share of production.  The operations
          of the  pipeline  or field may be  undertaken  by one  participant  on
          behalf of all other participants or by a company  specifically created
          for this purpose. In either case contractual  arrangements specify the
          allocation  of  costs  between  participants.  US  GAAP  permits  such
          arrangements 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, 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 (i.e.  operating results after exceptional  items,  interest
          expense and taxation) are included in the income statement as a single
          line item.

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

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



                                                                             Three months ended June 30, 2004
                                                                                        (Unaudited)
                                                                       -----------------------------------------------
                                                                             As                                 US GAAP
      Increase (decrease) in caption heading                           Reported    Reclassification        Presentation
                                                                       -----------------------------------------------
                                                                                        ($ million)
                                                                                                         
      Consolidated statement of income
      Other income                                                          161                 574                735
      Share of profits of JVs and associated undertakings                   868                (868)                 -
      Exceptional items before taxation                                    (127)                  -               (127)
      Interest expense                                                      145                 (50)                95
      Taxation                                                            2,199                (244)             1,955
      Profit for the period                                               3,896                   -              3,896


                                                                                Six months ended June 30, 2004
                                                                                         (Unaudited)
                                                                       -----------------------------------------------
                                                                             As                                 US GAAP
      Increase (decrease) in caption heading                           Reported    Reclassification        Presentation
                                                                       -----------------------------------------------
                                                                                        ($ million)
      Consolidated statement of income
      Other income                                                          251                 983              1,234
      Share of profits of JVs and associated undertakings                 1,509              (1,509)                 -
      Exceptional items before taxation                                   1,103                   -              1,103
      Interest expense                                                      297                (103)               194
      Taxation                                                            4,021                (423)             3,598
      Profit for the period                                               8,714                   -              8,714





Page 28

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


15.  US generally accepted accounting principles - continued

     (i)  Group consolidation (concluded)



                                                                              Three months ended June 30, 2003
                                                                                        (Unaudited)
                                                                       -----------------------------------------------
                                                                             As                                 US GAAP
      Increase (decrease) in caption heading                           Reported    Reclassification        Presentation
                                                                       -----------------------------------------------
                                                                                         ($ million)
                                                                                                         
      Consolidated statement of income
      Other income                                                          197                 175                372
      Share of profits of JVs and associated undertakings                   207                (207)                 -
      Exceptional items before taxation                                     280                   -                280
      Interest expense                                                      149                 (29)               120
      Taxation                                                            1,744                  (3)             1,741
      Profit for the period                                               1,585                   -              1,585

                                                                               Six months ended June 30, 2003
                                                                                        (Unaudited)
                                                                       -----------------------------------------------
                                                                             As                                 US GAAP
      Increase (decrease) in caption heading                           Reported    Reclassification        Presentation
                                                                       -----------------------------------------------
                                                                                         ($ million)
      Consolidated statement of income
      Other income                                                          328                 391                719
      Share of profits of JVs and associated undertakings                   511                (511)                 -
      Exceptional items before taxation                                     674                   -                674
      Interest expense                                                      325                 (52)               273
      Taxation                                                            3,526                 (68)             3,458
      Profit for the period                                               5,804                   -              5,804


     (ii) 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
          termination of operations and fundamental restructuring charges. Under
          US GAAP these items are classified as operating income or expenses.




Page 29

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


15.  US generally accepted accounting principles - continued

     (iii)Deferred taxation/business combinations

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

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



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2004              2003        2004              2003
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                    123               457         252             1,149
         Taxation                                        (174)             (455)       (291)           (1,183)
         Profit for the period                             51                (2)         39                34
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                5,791              6,084
         Deferred taxation                                                              5,818              6,149
         BP shareholders' interest                                                        (27)               (65)
                                                                                      =======            =======


     (iv) 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.  The
          provisions  for  decommissioning  and  environmental  liabilities  are
          estimated  using costs based on current  prices and  discounted  using
          real  discount  rates.  Unwinding  of the 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.

          On January 1, 2003 the Group adopted 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.  Unwinding  of the  discount  is
          included in operating profit for the period.

          The  provisions  for  decommissioning  under  SFAS 143 are set up on a
          similar  basis to UK GAAP except that  estimated  future cash outflows
          are discounted  using a  credit-adjusted  risk-free rate rather than a
          real discount rate.




Page 30

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


15. US generally accepted accounting principles - continued

     (iv) Provisions - concluded

          The cumulative effect of adopting SFAS 143 at January 1, 2003 resulted
          in an after tax credit to income,  as adjusted to accord with US GAAP,
          of $1,002 million. The effect of adoption also included an increase in
          total assets,  as adjusted to accord with US GAAP, of $687 million and
          a reduction in total liabilities,  as adjusted to accord with US GAAP,
          of $315  million.  The effect of adoption on the three  months and six
          months  ended June 30, 2003 was to decrease  profit by $84 million and
          $107 million  respectively,  before  cumulative  effect of  accounting
          changes as adjusted to accord with US GAAP.

          Under US GAAP environmental  liabilities are discounted only where the
          timing and amounts of payments are fixed and reliably determinable.

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



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2004              2003        2004              2003
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                     23                45          85                61
         Interest expense                                 (50)              (42)        (98)              (86)
         Taxation                                          (6)               (2)         (7)                -
         Profit for the period before cumulative
         effect of accounting change                       33                (1)         20                25
         Cumulative effect of accounting change,
           net of taxation                                  -                 -           -             1,002
         Profit for the period                             33                (1)         20             1,027
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                 (772)              (835)
         Provisions                                                                      (553)              (636)
         Deferred taxation                                                                (78)               (71)
         BP shareholders' interest                                                       (141)              (128)
                                                                                      =======            =======


          The following data  summarizes  the movements in the asset  retirement
          obligation,  as adjusted  to accord  with US GAAP,  for the six months
          ended June 30, 2004.

                                                    ($ million)
        At January 1, 2004                              3,872
        Exchange adjustments                               10
        New provisions                                     32
        Unwinding of discount                             108
        Utilized/deleted                                  (97)
                                                      -------
        At June 30, 2004                                3,925
                                                      =======





Page 31

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


     15.  US generally accepted accounting principles - continued

          (v)  Sale and leaseback

               The sale and leaseback of an office building in Chicago, Illinois
               in 1998 was treated as a sale for UK GAAP  whereas for US GAAP it
               was treated as a financing transaction. The remaining interest in
               this building was sold in January 2003.

               Provisions  were  recognized  under  UK GAAP in 1999  and 2002 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 was reversed for
               US GAAP.  Following  the disposal of the building a provision has
               now been recognized for US GAAP.

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

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



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2004              2003        2004              2003
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                     (8)               (4)         (5)             (112)
         Taxation                                           3                 2           2                39
         Profit for the period                              5                 2           3                73
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Other accounts payable and accrued liabilities                                   22                  24
         Provisions                                                                       27                  32
         Deferred taxation                                                               (17)                (19)
         BP shareholders' interest                                                       (32)                (37)
                                                                                      =======            =======





Page 32

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

15.  US generally accepted accounting principles - continued

     (vi) Goodwill and intangible assets

          There are two main  differences in the basis for determining  goodwill
          between UK and US GAAP which  result in the amount of goodwill  for US
          GAAP reporting differing from the amount recognized under UK GAAP.

          Goodwill  represents the difference  between the consideration paid in
          an  acquisition  and the fair  value  of the  assets  and  liabilities
          acquired. Where shares are issued in connection with an acquisition UK
          GAAP  requires that the shares issued be valued at the time the public
          offer  becomes  unconditional.   For  US  GAAP  the  consideration  is
          determined at the date the offer is made.

          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 the  assets  acquired  and  liabilities  assumed  in an
          acquisition,  whereas  under UK GAAP no such deferred tax liability or
          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.

          During  the  second  quarter  of 2004 the Group  completed  a goodwill
          impairment  review using the two-step process  prescribed in SFAS 142.
          The first step  includes a comparison of the fair value of a reporting
          unit to its carrying  value,  including  goodwill.  Where the carrying
          value exceeds the fair value,  the goodwill of the  reporting  unit is
          potentially impaired and the second step is then completed in order to
          measure the  impairment  loss, if any. No impairment  charge  resulted
          from this  review.  For the  purposes  of this  impairment  review the
          reporting unit is one level below an operating segment.

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


                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2004              2003        2004              2003
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                   (356)             (343)      (716)              (685)
         Profit for the period                            356               343        716                685
                                                      =======           =======     =======           =======



                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Intangible assets                                                              2,398              1,669
         BP shareholders' interest                                                      2,398              1,669
                                                                                      =======            =======


          In accordance  with Group  accounting  practice,  exploration  licence
          acquisition  costs are initially  capitalized  as an intangible  fixed
          asset and are  amortized  over the  estimated  period of  exploration.
          Where  proved  reserves  of oil or  natural  gas  are  determined  and
          development  is  sanctioned,  the  unamortized  cost is transferred to
          tangible  production  assets.  Where exploration is unsuccessful,  the
          unamortized  cost is  charged  against  income.  At June 30,  2004 and
          December 31, 2003,  exploration  licence acquisition costs included in
          the Group's tangible fixed assets and intangible fixed assets,  net of
          accumulated amortization, were as follows.


                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Exploration licence acquisition cost included
         in fixed assets (net of accumulated amortization)
             Tangible fixed assets                                                      1,200              1,300
             Intangible fixed assets                                                      580                600
                                                                                      =======            =======





Page 33

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


15.  US generally accepted accounting principles - continued

     (vi) Goodwill and intangible assets (concluded)

          Changes to  exploration  expenditure,  goodwill  and other  intangible
          assets,  as  adjusted  to accord  with US GAAP,  during the six months
          ended June 30, 2004 are shown below.



                                                                               Additional
                                                                    Gain on       minimum
                                                                      asset       pension
                                      Exploration                  exchange     liability          Other
                                      expenditure     Goodwill   (see (viii))  (see (xiii))  intangibles      Total
                                      -----------     --------   -----------   ----------    -----------    -------
                                                                       ($ million)
                                                                                           
         Net book amount
         At January 1, 2004                 4,236       10,838          148            43            237     15,502
         Amortization expense                 (31)           -           (9)            -            (31)       (71)
         Other movements                       (8)          53            -             -             15         60
                                      -----------  -----------  -----------   -----------    -----------  ---------
         At June 30, 2004                  4,197       10,891          139            43            221     15,491
                                      ===========  ===========  ===========   ===========    ===========  =========



          Amortization  expense relating to other  intangibles is expected to be
          in the range $50-$75 million in each of the succeeding five years.

     (vii)Derivative financial instruments and hedging activities

          Statement of Financial  Accounting  Standards No. 133, `Accounting for
          Derivative  Instruments  and Hedging  Activities'  (SFAS 133) 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 that certain  criteria are met, SFAS 133 permits,  but does not
          require, hedge accounting.

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

          All oil price  derivatives  and all  derivatives  held for trading are
          carried on the  Group's  balance  sheet at fair value with  changes in
          that value  recognized  in  earnings  of the period for both UK and US
          GAAP.  Certain  financial  derivatives used to manage foreign currency
          and interest rate risk that qualify for hedge accounting under UK GAAP
          are marked to market under SFAS 133.  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 certain of
          these 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.  Under  SFAS 133,  these  contracts  are
          marked-to-market.

          In October 2002, the FASB Emerging  Issues Task Force (EITF) reached a
          consensus  with  regards to EITF Issue No. 02-3,  `Issues  Involved in
          Accounting for Contracts  Under EITF Issue No. 98-10  "Accounting  for
          Contracts Involved in Energy Trading and Risk Management  Activities"'
          (EITF 02-3).  This  consensus,  which  rescinded  EITF Issue No. 98-10
          `Accounting  for  Contracts   Involved  in  Energy  Trading  and  Risk
          Management  Activities'  (EITF  98-10),  requires all  energy-related,
          non-derivative  contracts (such as transportation,  storage,  tolling,
          and  requirements  contracts  that do not  meet  the  definition  of a
          derivative)  to be accounted for as executory  contracts on an accrual
          basis.  Under EITF 98-10,  such  contracts  were accounted for at fair
          value.




Page 34

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


15. US generally accepted accounting principles - continued

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

          The consensus is applicable  for all contracts  executed after October
          25, 2002.  Application of the consensus to contracts existing prior to
          October  26,  2002 is required  to be  accounted  for as a  cumulative
          effect of a change  in  accounting  principle  effective  for  periods
          beginning after December 15, 2002.

          For  BP's  reporting  under  UK  GAAP,  energy-related  non-derivative
          contracts associated with trading activities are marked to market with
          gains and losses recognized in the income statement.

          The  cumulative  effect of adopting  the  consensus at January 1, 2003
          resulted in an after tax credit to income,  as adjusted to accord with
          US GAAP, of $50 million.

          EITF 02-3 also  requires  trading  inventories  to be accounted for at
          historical cost. The Group marks trading  inventories to market at the
          balance  sheet date.  As such,  a UK/US GAAP  difference  arises which
          impacts both profit for the year and BP shareholders'  interest due to
          the difference in inventory valuations.

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



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2004              2003        2004              2003
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                    416              (447)        113              (435)
         Taxation                                        (133)              156         (31)              152
         Profit for the  period before cumulative
         effect  of accounting change                    (283)              291         (82)              283
         Cumulative effect of accounting change,
           net of taxation                                  -                 -           -                50
         Profit for the period                           (283)              291         (82)              333
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Inventories                                                                       89               (150)
         Accounts payable and accrued liabilities                                         294                (58)
         Deferred taxation                                                                (48)               (20)
         BP shareholders' interest                                                       (157)               (72)
                                                                                      =======            =======






Page 35

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

15.  US generally accepted accounting principles - continued

   (viii) Gain arising on asset exchange

          For UK GAAP the  transaction  with  Solvay  in 2001,  which led to the
          exchange  of  businesses  for an  interest  in a joint  venture and an
          associated  undertaking,  has been treated as an asset swap which does
          not give  rise to a gain or loss.  Under US GAAP the  transaction  has
          been treated as a disposal and  acquisition  which gave rise to a gain
          on disposal. For US GAAP reporting,  the gain is being recognized over
          10 years.

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



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2004              2003        2004              2003
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                      8                 6          13                11
         Taxation                                          (3)               (2)         (5)               (4)
         Profit for the period                             (5)               (4)         (8)               (7)
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Intangible assets                                                                139                148
         Accounts payable and accrued liabilities                                         (48)               (51)
         Deferred taxation                                                                 65                 70
         BP shareholders' interest                                                        122                129
                                                                                      =======            =======


     (ix) Consolidation of variable interest entities

          In  January  2003,  the  FASB  issued  FASB   Interpretation   No.  46
          `Consolidation of Variable  Interest  Entities'  (Interpretation  46).
          Interpretation 46 clarifies the application of existing  consolidation
          requirements  to entities  where a controlling  financial  interest is
          achieved through  arrangements  that do not involve voting  interests.
          Under Interpretation 46, a variable interest entity is consolidated if
          a  company  is  subject  to a  majority  of the risk of loss  from the
          variable  interest  entity's  activities  or  entitled  to  receive  a
          majority of the entity's residual returns.

          The Group currently has several ships under construction which will be
          accounted for under UK GAAP as operating leases.  Under Interpretation
          46 certain of the arrangements  represent  variable  interest entities
          that would be consolidated by the Group.  The maximum exposure to loss
          as a result of the Group's  involvement with these entities is limited
          to the debt of the entity, less the fair value of the ships at the end
          of the lease term.

          The adoption of Interpretation 46 did not have a significant effect on
          profit,  as  adjusted to accord with US GAAP.  The  adjustments  to BP
          shareholders' interest to accord with US GAAP are summarized below.



                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
         Increase (decrease) in caption heading                                    (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                  377                217
         Accounts payable and accrued liabilities                                        (377)              (217)
         BP shareholders' interest                                                          -                  -
                                                                                      =======            =======






Page 36

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

15.  US generally accepted accounting principles - continued

     (x)  Pensions and other postretirement benefits

          With  effect  from  January  1, 2004 BP  adopted  Financial  Reporting
          Standard No. 17  `Retirement  Benefits' (FRS 17). FRS 17 requires that
          the assets  and  liabilities  arising  from an  employer's  retirement
          benefit  obligations and any related funding should be included in the
          financial  statements  at fair value and that the  operating  costs of
          providing retirement benefits to employees should be recognized in the
          income  statement  in the periods in which the  benefits are earned by
          employees.  This  contrasts  with  Statement of  Financial  Accounting
          Standards No. 87 `Employers'  Accounting for Pensions' (SFAS 87) which
          requires  the  cost  of  providing  pensions  to  be  recognized  on a
          systematic  and  rational  basis  over the  period  during  which  the
          employer  benefits  from the  employee's  services.  Under SFAS 87 the
          difference  between the amount charged in the income statement and the
          amount  paid as  contributions  into  the  pension  fund is shown as a
          prepayment or provision on the balance sheet.

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



                                                           Three months ended             Six months ended
                                                                June 30                        June 30
          Increase (decrease) in caption heading              (Unaudited)                    (Unaudited)
                                                         2004              2003        2004              2003
                                                        -----------------------       -----------------------
                                                                            ($ million)
                                                                                            
         Cost of sales                                     74                12         194                26
         Other finance expense                              -               (85)         (2)             (170)
         Taxation                                         (29)               24         (50)               47
         Profit for the period                            (45)               49        (142)               97
                                                      =======           =======     =======           =======




                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
                                                                                   (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Other receivables falling due after more than one year                         6,818              6,814
         Provisions for liabilities and charges - other                                 6,893              6,878
         Defined benefit pension plans surplus                                         (1,258)            (1,021)
         Defined benefit pension plan and other postretirement benefit
         plan deficits                                                                  7,556              7,510
         Deferred taxation                                                                872                902
         BP shareholders' interest                                                      5,351              5,523
                                                                                      =======            =======


     (xi) Dividends

          Under UK GAAP,  dividends  are  recorded  in the  period 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               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
         Increase (decrease) in caption heading                                    (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Other accounts payable and accrued liabilities                                (1,536)            (1,495)
         BP shareholders' interest                                                      1,536              1,495
                                                                                      =======            =======






Page 37



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

15.  US generally accepted accounting principles - continued

    (xii) Investments

          Under UK GAAP certain of the Group's equity  investments  are reported
          as either fixed asset or current 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.

          In February  2003,  BP called its $420  Exchangeable  Bonds which were
          exchangeable for Lukoil American Depositary Shares (ADSs). Bondholders
          converted to ADSs before the redemption date. For the six months ended
          June  30,  2003,   gains  of  $99  million  were   reclassified   from
          comprehensive income to net income.

          The Group sold its  investments  in Petrochina  and Sinopec in January
          and February  2004,  respectively,  resulting in a gain on disposal of
          $1,314 million. For the six months ended June 30, 2004 gains of $1,165
          million were reclassified from comprehensive income to net income.

          The  adjustments  to  accumulated  other   comprehensive   income  (BP
          shareholders' interest) to accord with US GAAP are summarized below.



                                                                                        At               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
         Increase (decrease) in caption heading                                    (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Fixed assets - Investments                                                       159              1,924
         Deferred taxation                                                                 56                673
         BP shareholders' interest                                                        103              1,251
                                                                                      =======            =======


   (xiii) Additional minimum pension liability

          Where a pension plan has an unfunded  accumulated  benefit obligation,
          US GAAP  requires  such amount to be  recognized as a liability in the
          balance sheet.  The adjustment  resulting from the  recognition of any
          such  minimum   liability,   including  the   elimination  of  amounts
          previously  recognized  as a prepaid  benefit  cost, is reported as an
          intangible asset to the extent of unrecognized prior 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               At
                                                                                     June 30,       December 31,
                                                                                       2004             2003
         Increase (decrease) in caption heading                                    (Unaudited)
                                                                                   -----------      ------------
                                                                                            ($ million)
                                                                                                     
         Noncurrent liabilities - accounts payable accrued liabilities                     43                 43
         Deferred taxation                                                                478                478
         BP shareholders' interest                                                       (158)              (158)
         Intangible assets                                                               (277)              (277)
                                                                                      =======            =======






Page 38

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

15.  US generally accepted accounting principles - continued

     The following is a summary of the  adjustments to profit for the period 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).




     Profit for the period                                             Three months ended             Six months ended
                                                                             June 30                        June 30
                                                                           (Unaudited)                   (Unaudited)
                                                                      2004             2003          2004            2003
                                                                      ---------------------          --------------------
                                                                                          ($ million)

                                                                                                       

      Profit as reported in the consolidated statement of income     3,896            1,585         8,714           5,804

      Adjustments:
      Deferred taxation/business combinations (iii)                     51               (2)           39              34
      Provisions (iv)                                                   33               (1)           20              25
      Sale and leaseback (v)                                             5                2             3              73
      Goodwill and intangible assets(vi)                               356              343           716             685
      Derivative financial instruments (vii)                          (283)             291           (82)            283
      Gain arising on asset exchange (viii)                             (5)              (4)           (8)             (7)
      Pensions and other postretirement benefits (x)                   (45)              49          (142)             97
      Other                                                              4                3             7               6
                                                                   -------          -------       -------         -------
                                                                       116              681           553           1,196
                                                                   -------          -------       -------         -------
      Profit for the period as adjusted to accord with US
        GAAP before cumulative effect of accounting changes          4,012            2,266         9,267           7,000
      Cumulative effect of accounting changes:
        Provisions                                                       -                -             -           1,002
        Derivative financial instruments                                 -                -             -              50
                                                                   -------          -------       -------         -------
      Profit for the period as adjusted to accord with US GAAP       4,012            2,266         9,267           8,052
                                                                   =======          =======       =======         =======

      Profit for the period as adjusted:
      Per ordinary share - cents
        Basic - before cumulative effect of accounting changes       18.33            10.26         42.12           31.46
        Cumulative effect of accounting changes
          Provisions                                                     -                -             -            4.50
          Derivative financial instruments                               -                -             -            0.23
                                                                   -------          -------       -------         -------
                                                                     18.33            10.26         42.12           36.19
                                                                   =======          =======       =======         =======
        Diluted - before cumulative effect of accounting changes     17.95            10.22         41.22           31.36
        Cumulative effect of accounting changes
          Provisions                                                     -                -             -            4.50
          Derivative financial instruments                               -                -             -            0.22
                                                                   -------          -------       -------         -------
                                                                     17.95            10.22         41.22           36.08
                                                                   =======          =======       =======         =======
      Per American Depositary Share - cents (b)
        Basic - before cumulative effect of accounting changes      109.98            61.56        252.72          188.76
        Cumulative effect of accounting changes
          Provisions                                                     -                -             -           27.00
          Derivative financial instruments                               -                -             -            1.38
                                                                   -------          -------       -------         -------
                                                                    109.98            61.56        252.72          217.14
                                                                   =======          =======       =======         =======
        Diluted - before cumulative effect of accounting changes    107.70            61.32        247.32          188.16
        Cumulative effect of accounting changes
          Provisions                                                     -                -             -           27.00
          Derivative financial instruments                               -                -             -            1.32
                                                                   -------          -------       -------         -------
                                                                    107.70            61.32        247.32          216.48
                                                                   =======          =======       =======         =======





Page 39

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


15.  US generally accepted accounting principles - continued




      BP shareholders' interest                                     June 30, 2004
                                                                     (Unaudited)            December 31, 2003
                                                                   --------------           -----------------
                                                                                 ($ million)
                                                                                              
      BP shareholders' interest as reported
      in the consolidated balance sheet                                    72,818                    70,319

      Adjustments:
        Deferred taxation/business combinations (iii)                         (27)                      (65)
        Provisions (iv)                                                      (141)                     (128)
        Sale and leaseback (v)                                                (32)                      (37)
        Goodwill and intangible assets (vi)                                 2,398                     1,669
        Derivative financial instruments (vii)                               (157)                      (72)
        Gain arising on asset exchange (viii)                                 122                       129
        Consolidation of variable interest entities (ix)                        -                         -
        Pensions and other postretirement benefits (x)                      5,351                     5,523
        Dividends (xi)                                                      1,536                     1,495
        Investments (xii)                                                     103                     1,251
        Additional minimum pension liability (xiii)                          (277)                     (277)
        Other                                                                 (35)                      (43)
                                                                          -------                   -------
                                                                            8,841                     9,445
                                                                          -------                   -------
      BP shareholders' interest as adjusted
      to accord with US GAAP                                               81,659                    79,764
                                                                          =======                    ======

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

     (a)  The profit  reported under UK GAAP for the three months and six months
          ended June 30,  2003,  and BP  shareholders'  interest at December 31,
          2003,  have been  restated to reflect the  adoption of FRS 17 and UITF
          38.  Consequently  certain  of  the  adjustments  in  the  UK/US  GAAP
          reconciliation  have also been restated.  Profit and BP  shareholders'
          interest,  as adjusted to accord with US GAAP,  are  unaffected by the
          adoption of FRS 17 and UITF 38.

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

     Comprehensive income

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



                                                                 Three months ended             Six months ended
                                                                        June 30                        June 30
                                                                      (Unaudited)                   (Unaudited)
                                                                 2004             2003          2004            2003
                                                                 ---------------------          --------------------
                                                                                     ($ million)
                                                                                                       
    Profit  for  the  period  as  adjusted  to
    accord with US GAAP                                         4,012            2,266         9,267           8,052
    Currency translation differences                             (440)           1,775          (202)          1,493
      Unrealized gains                                              -              399            17             399
      Unrealized losses                                           (42)               -             -               -
      Less: reclassification adjustment for
            gains included in net income                            -              (99)       (1,165)            (99)
     Additional minimum pension liability                           -                -             -               -
                                                              -------          -------       -------         -------
     Comprehensive income                                       3,530            4,341         7,917           9,845
                                                              =======          =======       =======         =======


     Accumulated  other  comprehensive  income at June 30, 2004 and December 31,
     2003 comprised losses of $2,088 million and $3,438 million, respectively.




Page 40

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


15.  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.





Page 41

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

15.  US generally accepted accounting principles - continued

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



                                                                 Three months ended             Six months ended
                                                                        June 30                        June 30
                                                                      (Unaudited)                   (Unaudited)
                                                                 2004             2003          2004            2003
                                                                 ---------------------          --------------------
                                                                                     ($ million)
                                                                                                       
      Operating activities
      Profit after taxation                                     3,948            1,645         8,810           5,890
      Adjustments to reconcile profits after tax to
      net cash provided by operating activities
      Depreciation and amounts provided                         2,738            2,653         5,552           5,362
      Exploration expenditure written off                          22               43            89              93
      Net charge for pensions and other postretirement
      benefits, less contributions                                (34)             130           (55)            (28)
      Share of profits of joint ventures and associated
      undertakings less dividends received                       (471)              30          (670)           (118)
      (Profit) loss on sale of businesses and fixed assets        127             (280)       (1,103)           (674)
      Working capital movement (a)                               (982)           1,118           (54)            (67)
      Deferred taxation                                            34              338           150             539
      Other                                                       (21)            (288)         (115)           (347)
                                                              -------          -------       -------         -------
      Net cash provided by operating activities                 5,361            5,389        12,604          10,650
                                                              -------          -------       -------         -------

      Investing activities
      Capital expenditures                                     (2,814)          (2,803)       (5,807)         (5,708)
      Acquisitions, net of cash acquired                          (14)            (150)       (1,287)           (150)
      Investment in associated undertakings                      (148)            (331)         (581)           (517)
      Net investment in joint ventures                            (21)              (2)         (113)            (16)
      Proceeds from disposal of assets                            657            1,671         3,496           4,148
                                                              -------          -------       -------         -------
      Net cash used in investing activities                    (2,340)          (1,615)       (4,292)         (2,243)
                                                              -------          -------       -------         -------

      Financing activities
      Net proceeds from shares issued (repurchased)            (1,948)            (986)       (3,086)         (1,924)
      Proceeds from long-term financing                           430              208         1,058           1,223
      Repayments of long-term financing                          (434)            (607)       (1,270)         (1,010)
      Net increase (decrease) in short-term debt                 (203)              30        (2,455)         (3,243)
      Dividends paid   -    BP Shareholders                    (1,478)          (1,386)       (2,970)         (2,783)
                       -    Minority shareholders                  (8)             (11)          (10)            (13)
                                                              -------          -------       -------         -------
      Net cash used in financing activities                    (3,641)          (2,752)       (8,733)         (7,750)
                                                              -------          -------       -------         -------
      Currency translation differences relating to cash
      and cash equivalents                                        (11)              43            (8)             52
                                                              -------          -------       -------         -------
      Increase (decrease) in cash and cash equivalents           (631)           1,065          (429)            709
      Cash and cash equivalents at beginning of period          2,334            1,379         2,132           1,735
                                                              -------          -------       -------         -------
      Cash and cash equivalents at end of period                1,703            2,444         1,703           2,444
                                                              =======          =======       =======         =======

      (a)  Working capital:
      Inventories (increase) decrease                         (1,412)              193        (1,165)            569
      Receivables (increase) decrease                         (1,399)            3,245        (2,998)         (3,411)
      Current liabilities - excluding finance debt
      increase (decrease)                                      1,829            (2,320)        4,109           2,775
                                                              -------          -------       -------         -------
                                                                (982)            1,118           (54)            (67)
                                                              =======          =======       =======         =======





Page 42

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


15.  US generally accepted accounting principles - continued

     Impact of new US accounting standards

     Other postretirement  benefits: In May 2004, the FASB issued Staff Position
     No. 106-2 `Accounting and Disclosure  Requirements  Related to the Medicare
     Prescription Drug,  Improvement and Modernization Act of 2003' (FSP 106-2).
     The  provisions  of the Act  provide  for a federal  subsidy for plans that
     provide prescription drug benefits to  Medicare-eligible  retired employees
     and meet certain qualifications. Alternatively, the Act allows prescription
     drug plan sponsors to co-ordinate with the Medicare benefit.

     BP's  postretirement  medical plans provide  prescription drug coverage for
     Medicare-eligible  retired  employees.  The  Group's  obligation  for other
     postretirement  benefits  at June 30,  2004 and  December  31,  2003 do not
     reflect  the  effects of the Act.  FSP 106-2 is  effective  for  accounting
     periods  beginning  after June 15, 2004. The Company  continues to evaluate
     the impact of the Act on its benefit  plan design and  accounting.

     Tangible assets: The Securities and Exchange Commission  requested the FASB
     to consider  whether oil and natural gas mineral rights held under lease or
     other contractual  arrangement should be classified on the balance sheet as
     a tangible asset (property,  plant and equipment) or as an intangible asset
     (exploration  expenditure).  At its March 2004 meeting,  the EITF reached a
     consensus  on Issue No.  04-2,  (`Whether  Mineral  Rights are  Tangible or
     Intangible  Assets') that all mineral rights should be considered  tangible
     assets for accounting  purposes.  In April 2004, the FASB issued FASB Staff
     Position Nos. FAS 141-1 and FAS 142-1  (`Interaction of FASB Statements No.
     141,  Business  Combinations,  and No. 142,  Goodwill and Other  Intangible
     Assets,  and EITF Issue No. 04-2,  Whether  Mineral  Rights are Tangible or
     Intangible  Assets'),  which  amended  SFAS 141 and 142 to  remove  mineral
     rights as an  example of an  intangible  asset  consistent  with the EITF's
     consensus. The EITF consensus and the FASB Staff Position are effective for
     reporting periods beginning after April 29, 2004.

     Impact of new UK accounting standards

     In December  2000,  the UK  Accounting  Standards  Board  issued  Financial
     Reporting Standard No. 17 'Retirement Benefits' (FRS 17). This standard was
     to be fully  effective for  accounting  periods ending on or after June 22,
     2003 with  certain of the  disclosure  requirements  effective  for periods
     prior to 2003. However, in November 2002, the UK Accounting Standards Board
     issued an amendment to FRS 17, which allows deferral of full adoption to no
     later than January 1, 2005;  although the disclosure  requirements apply to
     periods prior to 2005. 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.

     With effect from January 1, 2004, BP has fully adopted  FRS17.  This change
     in accounting  policy  results in a prior year  adjustment.  Upon adoption,
     shareholder  funds at January 1, 2003 have been  reduced by $5,601  million
     and profit for the three months and six months ended June 30, 2003 has been
     decreased by $48 million and $97 million respectively.

     In  addition,  with effect from  January 1, 2004,  BP has also  changed its
     accounting policy for shares held in employee share ownership plans for the
     benefit of employee share schemes.

     Urgent  Issues  Task Force  Abstract  38  `Accounting  for  Employee  Share
     Ownership Plan (ESOP) trusts'  (Abstract 38) changes the presentation of an
     entity's  own  shares  held  in an ESOP  trust  from  requiring  them to be
     recognized  as assets to  requiring  them to be  deducted  in  arriving  at
     shareholders'  funds.  Transactions  in an  entity's  own shares by an ESOP
     trust are similarly  recorded as changes in shareholders'  funds and do not
     give rise to gains or losses. This treatment is in line with the accounting
     for  purchases  and sales of own shares set out in Urgent Issues Task Force
     Abstract 37 `Purchases and Sales of Own Shares' (Abstract 37).

     Abstract 37 requires a holding of an  entity's  own shares to be  accounted
     for as a deduction in arriving at  shareholders'  funds,  rather than being
     recorded as assets.  Transactions  in an entity's own shares are  similarly
     recorded as changes in shareholders' funds and do not give rise to gains or
     losses. Abstract 37 applies where a company purchases treasury shares under
     new legislation that came into effect in December 2003.




Page 43

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


15.  US generally accepted accounting principles - concluded

     Impact of new UK accounting standards - concluded

     Urgent Issues Task Force Abstract 17 `Employee share schemes' (Abstract 17)
     was amended by Abstract 38 to reflect the  consequences  for the profit and
     loss account of the changes in the  presentation  of an entity's own shares
     held by an ESOP  trust.  Amended  Abstract  17  requires  that the  minimum
     expense  should be the  difference  between the fair value of the shares at
     the date of award and the amount  that an  employee  may be required to pay
     for the shares (i.e. the `intrinsic  value' of the award).  The expense was
     previously  determined either as the intrinsic value or, where purchases of
     shares had been made by an ESOP trust at fair value,  by  reference  to the
     cost or book value of shares that were available for the award.  The effect
     of adopting Abstract 17 was to reduce BP shareholders' interest at December
     31, 2003 by $96 million;  the impact on profit before taxation for 2003 was
     negligible.

     Impact of International accounting standards

     An  'International  Accounting  Standards  Regulation'  was  adopted by the
     Council of the European  Union (EU) in June 2002.  This  regulation,  which
     automatically  becomes law in all EU  countries,  requires all EU companies
     listed on a EU Stock  Exchange to use  'endorsed'  International  Financial
     Reporting  Standards  (IFRS),  published  by the  International  Accounting
     Standards Board (IASB),  to report their  consolidated  results with effect
     from January 1, 2005. The IASB  published 15 revised  standards in December
     2003 and the remaining  standards of its stable  platform on June 30, 2004.
     The stable  platform is the set of IFRS to be adopted on a mandatory  basis
     in 2005. A process of  endorsement  of IFRS has been  established by the EU
     for  completion  in due time to allow  adoption by companies  in 2005,  but
     objections  to certain  IFRS by certain EU member  states may disrupt  this
     process.

     BP has  established a broadly based project team involving  representatives
     of  business  segments  and  functions  to plan  for and  achieve  a smooth
     transition  to IFRS.  The  project  team is looking  at all  implementation
     aspects,  including changes to accounting policies, systems impacts and the
     wider  business  issues that may arise from such a fundamental  change.  We
     currently  expect that the Group will be fully  prepared for the transition
     in 2005.

     The  Group  has not yet  determined  the  effects  of  adopting  IFRS.  Our
     preliminary  view  is  that  the  major  differences  between  our  current
     accounting  practice  and IFRS  will be in  respect  of  hedge  accounting,
     accounting  for embedded  derivatives  and other items  falling  within the
     scope of the  financial  instruments  standards,  accounting  for  business
     combinations, deferred tax and share-based payments.




Page 44

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


16.  TNK-BP operational and financial information



                                                                 Three months ended             Six months ended
                                                                        June 30                        June 30
                                                                      (Unaudited)                   (Unaudited)
                                                                 2004             2003          2004            2003
                                                                 ---------------------          --------------------
                                                                                                       
     Production (Net of Royalties) (BP share)
     Crude oil (mb/d)                                             814                -           790               -
     Natural gas (mmcf/d)                                         450                -           416               -
     Total hydrocarbons (mboe/d) (a)                              891                -           862               -
                                                              =======          =======       =======         =======
                                                                                     ($ million)
     Income statement (BP share)
     Total operating profit                                       581                -           955               -
     Profit (loss) on sale of fixed assets and businesses           -                -             -               -
     Interest expense                                             (26)               -           (56)              -
     Taxation                                                    (171)               -          (286)              -
     Minority shareholders' interest                              (10)               -           (20)              -
                                                              -------          -------       -------         -------
     Net income                                                   374                -           593               -
                                                              =======          =======       =======         =======



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

     (a)  Natural gas is converted to oil equivalent at 5.8 billion cubic feet =
          1 million barrels.


17.  Condensed consolidating information

     BP p.l.c. 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., 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  registered  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 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  Exploration  (Alaska)  Inc. and other
     subsidiaries.

     BP p.l.c. also fully and unconditionally guarantees securities issued by BP
     Australia  Capital Markets Limited,  BP Canada Finance Company,  BP Capital
     Markets p.l.c.  and BP Capital  Markets  America Inc.  These  companies are
     100%-owned finance subsidiaries of BP p.l.c.




Page 45

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


17. Condensed consolidating information - continued



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

Three months ended June 30, 2004

Turnover                                             946             -            71,154                  (946)    71,154

Less: Joint ventures                                   -             -             2,063                     -      2,063
                                            -----------------------------------------------------------------------------

Group turnover                                       946             -            69,091                  (946)    69,091

Cost of sales                                        367             -            60,282                  (955)    59,694

Production taxes                                      65             -               359                     -        424
                                            -----------------------------------------------------------------------------

Gross profit                                         514             -             8,450                     9      8,973

Distribution and administration expenses               2            20             3,377                     -      3,399

Exploration expense                                    1             -               107                     -        108
                                            -----------------------------------------------------------------------------

                                                     511           (20)            4,966                     9      5,466

Other income                                           5           355               166                  (365)       161
                                            -----------------------------------------------------------------------------

Group operating profit                               516           335             5,132                  (356)     5,627

Share of profits of joint ventures                     -             -               734                     -        734

Share of profits of associated undertakings            -             -               134                     -        134

Equity accounted income of subsidiaries              162         6,464                 -                (6,626)         -
                                            -----------------------------------------------------------------------------

Total operating profit                               678         6,799             6,000                (6,982)     6,495

Profit (loss) on sale of fixed assets
  and businesses or termination of
  operations                                           -          (127)             (127)                  127       (127)

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

Profit before interest and tax                       678         6,672             5,873                (6,855)     6,368

Interest expense                                      22           501               492                  (870)       145

Other finance expense                                  3            76               162                  (165)        76
                                            -----------------------------------------------------------------------------

Profit before taxation                               653         6,095             5,219                (5,820)     6,147

Taxation                                             276         2,199             1,963                (2,239)     2,199
                                            -----------------------------------------------------------------------------

Profit after taxation                                377         3,896             3,256                (3,581)     3,948

Minority shareholders' interest                        -             -                52                     -         52
                                            -----------------------------------------------------------------------------

Profit for the period                                377         3,896             3,204                (3,581)     3,896
                                            =============================================================================


Page 46

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


17.   Condensed consolidating information - 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      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                    

Three months ended June 30, 2004

Profit as reported                                   377         3,896             3,204                (3,581)     3,896

Adjustments:

   Deferred taxation/business combinations            (6)           51                57                   (51)        51

   Provisions                                          2            33                31                   (33)        33

   Sale and leaseback                                  -             5                 5                    (5)         5

   Goodwill                                            -           356               356                  (356)       356

   Derivative financial instruments                    7          (283)             (283)                  276       (283)

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

   Pensions and other postretirement benefits          -           (45)              (40)                   40        (45)

   Other                                               -             4                 4                    (4)         4
                                            -----------------------------------------------------------------------------

Profit for the period as adjusted to
  accord with US GAAP                                380         4,012             3,329                (3,709)     4,012
                                            =============================================================================


Page 47

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


17.  Condensed consolidating information - continued



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

Three months ended June 30, 2003

Turnover                                              750            -            54,790                  (750)    54,790

Less: Joint ventures                                    -            -               364                     -        364
                                            -----------------------------------------------------------------------------

Group turnover                                        750            -            54,426                  (750)    54,426

Cost of sales                                         329            -            48,048                  (821)    47,556

Production taxes                                       58            -               324                     -        382
                                            -----------------------------------------------------------------------------

Gross profit                                          363            -             6,054                    71      6,488

Distribution and administration expenses                -          118             3,288                     -      3,406

Exploration expense                                     7            -                94                     -        101
                                            -----------------------------------------------------------------------------

                                                      356         (118)            2,672                    71      2,981

Other income                                            5          235               173                  (216)       197
                                            -----------------------------------------------------------------------------

Group operating profit                                361          117             2,845                  (145)     3,178

Share of profits of joint ventures                      -            -               104                     -        104

Share of profits of associated undertakings             -            -               103                     -        103

Equity accounted income of subsidiaries               103        3,353                 -                (3,456)         -
                                            -----------------------------------------------------------------------------

Total operating profit                                464        3,470             3,052                (3,601)     3,385

Profit (loss) on sale of fixed assets
  and businesses or termination of operations           1          282               279                  (282)       280
                                            -----------------------------------------------------------------------------

Profit before interest and tax                        465        3,752             3,331                (3,883)     3,665

Interest expense                                       68          294               247                  (460)       149

Other finance expense                                   2          127               175                  (177)       127
                                            -----------------------------------------------------------------------------

Profit before taxation                                395        3,331             2,909                (3,246)     3,389

Taxation                                              178        1,744             1,595                (1,773)     1,744
                                            -----------------------------------------------------------------------------

Profit after taxation                                 217        1,587             1,314                (1,473)     1,645

Minority shareholders' interest                         -            -                60                     -         60
                                            -----------------------------------------------------------------------------

Profit for the period                                 217        1,587             1,254                (1,473)     1,585
                                            =============================================================================


Page 48

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


17.  Condensed consolidating information - 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      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                      

Three months ended June 30, 2003

Profit as reported                                   217         1,587             1,254                (1,473)     1,585

Adjustments:

   Deferred taxation/business combinations            (3)           (2)                1                     2         (2)

   Provisions                                         (1)           (1)                1                     -         (1)

   Sale and leaseback                                  -             2                 2                    (2)         2

   Goodwill                                            -           343               343                  (343)       343

   Derivative financial instruments                  (16)          291               291                  (275)       291

   Gain arising on asset exchange                      -            (4)               (4)                    4         (4)

   Pensions and other postretirement benefits          -            49               (43)                   43         49

   Other                                               -             3                 3                    (3)         3
                                            -----------------------------------------------------------------------------

Profit for the period as adjusted
  to accord with US GAAP                             197         2,268             1,848                (2,047)     2,266
                                            =============================================================================


Page 49

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


17.  Condensed consolidating information - continued



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

Six months ended June 30, 2004

Turnover                                           1,826              -          140,634                (1,826)   140,634

Less: Joint ventures                                   -              -            3,941                     -      3,941
                                            -----------------------------------------------------------------------------

Group turnover                                     1,826              -          136,693                (1,826)   136,693

Cost of sales                                        738              -          119,546                (1,840)   118,444

Production taxes                                     129              -              820                     -        949
                                            -----------------------------------------------------------------------------

Gross profit                                         959              -           16,327                    14     17,300

Distribution and administration expenses               2            104            6,533                     -      6,639

Exploration expense                                    1              -              243                     -        244
                                            -----------------------------------------------------------------------------

                                                     956           (104)           9,551                    14     10,417

Other income                                           9            633              298                  (689)       251
                                            -----------------------------------------------------------------------------

Group operating profit                               965            529            9,849                  (675)    10,668

Share of profits of joint ventures                     -              -            1,225                     -      1,225

Share of profits of associated undertakings            -              -              284                     -        284

Equity accounted income of subsidiaries              321         12,227                -               (12,548)         -
                                            -----------------------------------------------------------------------------

Total operating profit                             1,286         12,756           11,358               (13,223)    12,177

Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -          1,103            1,103                (1,103)     1,103
                                            -----------------------------------------------------------------------------

Profit before interest and tax                     1,286         13,859           12,461               (14,326)    13,280

Interest expense                                      44            972              955                (1,674)       297

Other finance expense                                  7            152              323                  (330)       152
                                            -----------------------------------------------------------------------------

Profit before taxation                             1,235         12,735           11,183               (12,322)    12,831

Taxation                                             505          4,021            3,614                (4,119)     4,021
                                            -----------------------------------------------------------------------------

Profit after taxation                                730          8,714            7,569                (8,203)     8,810

Minority shareholders' interest                        -              -               96                     -         96
                                            -----------------------------------------------------------------------------

Profit for the period                                730          8,714            7,473                (8,203)     8,714
                                            =============================================================================


Page 50

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


17.  Condensed consolidating information - 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      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                      

Six months ended June 30, 2004

Profit as reported                                   730          8,714            7,473                (8,203)     8,714

Adjustments:

   Deferred taxation/business combinations            (9)            39               48                   (39)        39

   Provisions                                          2             20               18                   (20)        20

   Sale and leaseback                                  -              3                3                    (3)         3

   Goodwill                                            -            716              716                  (716)       716

   Derivative financial instruments                    -            (82)             (82)                   82        (82)

   Gain arising on asset exchange                      -             (8)              (8)                    8         (8)

   Pensions and other postretirement benefits          -           (142)            (124)                  124       (142)

   Other                                               -              7                7                    (7)         7
                                            -----------------------------------------------------------------------------

Profit for the period as adjusted to
  accord with US GAAP                                723          9,267            8,051                (8,774)     9,267
                                            =============================================================================






Page 51

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


17.  Condensed consolidating information - continued



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

Six months ended June 30, 2003

Turnover                                           1,630              -          117,219                (1,630)   117,219

Less: Joint ventures                                   -              -              762                     -        762
                                            -----------------------------------------------------------------------------

Group turnover                                     1,630              -          116,457                (1,630)   116,457

Cost of sales                                        729              -          101,272                (1,777)   100,224

Production taxes                                     126              -              760                     -        886
                                            -----------------------------------------------------------------------------

Gross profit                                         775              -           14,425                   147     15,347

Distribution and administration expenses               -            325            6,325                     -      6,650

Exploration expense                                    8              -              205                     -        213
                                            -----------------------------------------------------------------------------

                                                     767           (325)           7,895                   147      8,484

Other income                                          11            382              302                  (367)       328
                                            -----------------------------------------------------------------------------

Group operating profit                               778             57            8,197                  (220)     8,812

Share of profits of joint ventures                     -              -              222                     -        222

Share of profits of associated undertakings            -              -              289                     -        289

Equity accounted income of subsidiaries              228          9,400                -                (9,628)         -
                                            -----------------------------------------------------------------------------

Total operating profit                             1,006          9,457            8,708                (9,848)     9,323

Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -           676               674                  (676)       674
                                            -----------------------------------------------------------------------------

Profit before interest and tax                     1,006        10,133             9,382               (10,524)     9,997

Interest expense                                     133           545               494                  (847)       325

Other finance expense                                  5           256               353                  (358)       256
                                            -----------------------------------------------------------------------------

Profit before taxation                               868         9,332             8,535                (9,319)     9,416

Taxation                                             389         3,526             3,212                (3,601)     3,526
                                            -----------------------------------------------------------------------------

Profit after taxation                                479         5,806             5,323                (5,718)     5,890

Minority shareholders' interest                        -             -                86                     -         86
                                            -----------------------------------------------------------------------------

Profit for the period                                479         5,806             5,237                (5,718)     5,804
                                            =============================================================================


Page 52

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


17.  Condensed consolidating information - 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      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                      

Six months ended June 30, 2003

Profit as reported                                   479          5,806            5,237                (5,718)     5,804

Adjustments:

   Deferred taxation/business combinations            (6)            34               40                   (34)        34

   Provisions                                         (5)            25               26                   (21)        25

   Sale and leaseback                                  -             73               73                   (73)        73

   Goodwill                                            -            685              685                  (685)       685

   Derivative financial instruments                    -            283              283                  (283)       283

   Gain arising on asset exchange                      -             (7)              (7)                    7         (7)

   Pensions and other postretirement benefits          -             97              (87)                   87         97

   Other                                               -              6                6                    (6)         6
                                            -----------------------------------------------------------------------------

Profit for the period before cumulative
effect of accounting changes as adjusted to
accord with US GAAP                                  468          7,002            6,256                (6,726)     7,000

Cumulative effect of accounting changes:

   Provisions                                        221          1,002              788                (1,009)     1,002

   Derivative financial instruments                    -             50               50                   (50)        50
                                            -----------------------------------------------------------------------------

Profit for the period as adjusted to
accord with US GAAP                                  689          8,054            7,094                (7,785)     8,052
                                            -----------------------------------------------------------------------------



Page 53

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


17.  Condensed consolidating information - continued



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

At June 30, 2004

Fixed assets

Intangible assets                                    422              -           12,691                     -     13,113

Tangible assets                                    6,356              -           84,919                     -     91,275

Investments

   Subsidiaries - equity accounted basis           3,008         69,831                -               (72,839)         -

   Other                                               -              2           19,032                     -     19,034
                                            -----------------------------------------------------------------------------

                                                   3,008         69,833           19,032               (72,839)    19,034
                                            -----------------------------------------------------------------------------

Total fixed assets                                 9,786         69,833          116,642               (72,839)   123,422
                                            -----------------------------------------------------------------------------

Current assets

Inventories                                           78              -           12,392                     -     12,470

Receivables                                       11,354         33,068           43,837               (51,912)    36,347

Investments                                            -              -              172                     -        172

Cash at bank and in hand                               3              3            1,525                     -      1,531
                                            -----------------------------------------------------------------------------

                                                  11,435         33,071           57,926               (51,912)    50,520
                                            -----------------------------------------------------------------------------

Current liabilities - falling due within
  one year

Finance debt                                          57              -            7,338                    (2)     7,393

Accounts payable and accrued liabilities           1,102          5,390           51,138               (12,771)    44,859
                                            -----------------------------------------------------------------------------

Net current assets (liabilities)                  10,276         27,681             (550)              (39,139)    (1,732)
                                            -----------------------------------------------------------------------------

Total assets less current liabilities             20,062         97,514          116,092              (111,978)   121,690

Noncurrent liabilities

Finance debt                                           -              -           12,465                     -     12,465

Accounts payable and accrued liabilities           4,317             47           40,503               (39,139)     5,728

Provisions for liabilities and charges

Deferred taxation                                  1,743              -           12,796                     -     14,539

Other provisions                                     498            186            7,926                     -      8,610
                                            -----------------------------------------------------------------------------

Net assets excluding pension and other
postretirement benefit balances                   13,504         97,281           42,402               (72,839)    80,348

Defined benefit pension plan surplus                   -          1,176               82                     -      1,258

Defined benefit pension plan and other
postretirement benefit plan deficits                 (82)             -           (7,474)                    -     (7,556)
                                            -----------------------------------------------------------------------------

Net assets                                        13,422         98,457           35,010               (72,839)    74,050

Minority shareholders' interest - equity               -              -            1,232                     -      1,232
                                            -----------------------------------------------------------------------------

BP shareholders' interest                         13,422         98,457           33,778               (72,839)    72,818
                                            =============================================================================


Page 54

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


17.  Condensed consolidating information - continued



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

At June 30, 2004

Capital and reserves

Capital shares                                     3,353          5,468                -                (3,353)     5,468

Paid-in surplus                                    3,145          4,785                -                (3,145)     4,785

Merger reserve                                         -         26,433              698                     -     27,131

Other reserves                                         -             75                -                     -         75

Shares held by ESOP trusts                             -            (65)               -                     -        (65)

Retained earnings                                  6,924         61,761           33,080               (66,341)    35,424
                                            -----------------------------------------------------------------------------

                                                  13,422         98,457           33,778               (72,839)    72,818
                                            =============================================================================


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



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

Shareholders' interest as reported                13,422          98,457          33,778               (72,839)    72,818

Adjustments:

   Deferred taxation/business combinations            53             (27)            (80)                   27        (27)

   Provisions                                         29            (141)           (169)                  140       (141)

   Sale and leaseback                                  -             (32)            (32)                   32        (32)

   Goodwill                                            -           2,398           2,398                (2,398)     2,398

   Derivative financial instruments                  (63)           (157)           (157)                  220       (157)

   Gain arising on asset exchange                      -             122             122                  (122)       122

   Pensions and other postretirement benefits         82           5,351           3,793                (3,875)     5,351

   Dividends                                           -           1,536               -                     -      1,536

   Investments                                         -             103             103                  (103)       103

   Additional minimum pension liability                -            (277)           (277)                  277       (277)

   Other                                               -             (35)            (35)                   35        (35)
                                            -----------------------------------------------------------------------------
Shareholders' interest as adjusted
  to accord with US GAAP                          13,523         107,298          39,444               (78,606)    81,659
                                            =============================================================================


Page 55

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


17.  Condensed consolidating information - continued



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

At December 31, 2003

Fixed assets

Intangible assets                                    424              -           13,218                     -     13,642

Tangible assets                                    6,432              -           85,479                     -     91,911

Investments

   Subsidiaries - equity-accounted basis           2,814         78,076                -               (80,890)         -

   Other                                               -              2           17,456                     -     17,458
                                            -----------------------------------------------------------------------------

                                                   2,814         78,078           17,456               (80,890)    17,458
                                            -----------------------------------------------------------------------------

Total fixed assets                                 9,670         78,078          116,153               (80,890)   123,011
                                            -----------------------------------------------------------------------------

Current assets

Inventories                                          102              -           11,515                     -     11,617

Receivables                                       11,150         24,300           43,341               (44,889)    33,902

Investments                                            -              -              185                     -        185

Cash at bank and in hand                              (5)             3            1,949                     -      1,947
                                            -----------------------------------------------------------------------------

                                                  11,247         24,303           56,990               (44,889)    47,651
                                            -----------------------------------------------------------------------------

Current liabilities - falling due within
  one year

Finance debt                                          55              -            9,401                     -      9,456

Accounts payable and accrued liabilities           1,541          6,746           48,376               (15,535)    41,128
                                            -----------------------------------------------------------------------------

Net current assets (liabilities)                   9,651         17,557             (787)              (29,354)    (2,933)
                                            -----------------------------------------------------------------------------

Total assets less current liabilities             19,321         95,635          115,366              (110,244)   120,078

Noncurrent liabilities

Finance debt                                           -              -           12,869                     -     12,869

Accounts payable and accrued liabilities           4,272             50           31,122               (29,354)     6,090

Provisions for liabilities and charges

Deferred taxation                                  1,745              -           12,626                     -     14,371

Other provisions                                     505            216            8,094                     -      8,815
                                            -----------------------------------------------------------------------------

Net assets excluding pension and other
postretirement benefit balances                   12,799         95,369           50,655               (80,890)    77,933

Defined benefit pension plan surplus                   -          1,093              (72)                    -      1,021

Defined benefit pension plan and other
postretirement benefit plan deficits                 (82)             -           (7,510)                   82     (7,510)
                                            -----------------------------------------------------------------------------

Net assets                                        12,717         96,462           43,073               (80,808)    71,444

Minority shareholders' interest - equity               -              -            1,125                     -      1,125
                                            -----------------------------------------------------------------------------

BP shareholders' interest                         12,717         96,462           41,948               (80,808)    70,319
                                            =============================================================================


Page 56

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


17.  Condensed consolidating information - continued



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

At December 31, 2003

Capital and reserves

Capital shares                                     1,903          5,552                -                (1,903)     5,552

Paid-in surplus                                    3,145          4,480                -                (3,145)     4,480

Merger reserve                                         -         26,380              697                     -     27,077

Other reserves                                         -            129                -                     -        129

Shares held by ESOP trusts                             -            (96)               -                     -        (96)

Retained earnings                                  7,669         60,017           41,251               (75,760)    33,177
                                            -----------------------------------------------------------------------------

                                                  12,717         96,462           41,948               (80,808)    70,319
                                            =============================================================================


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



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

Shareholders' interest as reported                12,717         96,462           41,948               (80,808)    70,319

Adjustments:

   Deferred taxation/business combinations            62            (65)            (127)                   65        (65)

   Provisions                                         27           (128)            (155)                  128       (128)

   Sale and leaseback                                  -            (37)             (37)                   37        (37)

   Goodwill                                            -          1,669            1,669                (1,669)     1,669

   Derivative financial instruments                  (63)           (72)              (9)                   72        (72)

   Gain arising on asset exchange                      -            129              129                  (129)       129

   Pensions and other postretirement benefits         82          5,523            4,047                (4,129)     5,523

   Dividends                                           -          1,495                -                     -      1,495

   Investments                                         -          1,251            1,251                (1,251)     1,251

   Additional minimum pension liability                -           (277)            (277)                  277       (277)

   Other                                               -            (43)             (43)                   43        (43)
                                            -----------------------------------------------------------------------------

Shareholders' interest as adjusted
  to accord with US GAAP                          12,825        105,907           48,396               (87,364)    79,764
                                            =============================================================================


Page 57

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


17.  Condensed consolidating information - continued



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

Three months ended June 30, 2004

Net cash inflow (outflow) from
  operating activities                               594         (3,289)           9,235                   377      6,917

Dividends from joint ventures                          -              -                7                     -          7

Dividends from associated undertakings                 -              -               97                     -         97

Dividends from subsidiaries                            -          6,339                -                (6,339)         -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                   1            377             (100)                 (377)       (99)

Tax paid                                             (74)             -           (1,545)                    -     (1,619)

Net cash inflow (outflow) for capital
  expenditure and financial investment               (96)             -           (2,316)                    -     (2,412)

Net cash inflow (outflow) for acquisitions
  and disposals                                        -              -              122                     -        122

Equity dividends paid                                  -         (1,478)          (6,339)                6,339     (1,478)
                                            -----------------------------------------------------------------------------

Net cash inflow (outflow)                            425          1,949             (839)                    -      1,535
                                            =============================================================================

Financing                                            417          1,948             (210)                    -      2,155

Management of liquid resources                         -              -             (153)                    -       (153)

Increase (decrease) in cash                            8              1             (476)                    -       (467)
                                            -----------------------------------------------------------------------------

                                                     425          1,949             (839)                    -      1,535
                                            =============================================================================


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



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

Net cash provided by (used in)
  operating activities                               520          3,427            7,694                (6,484)     5,157

Net cash provided by (used in)
  investing activities                               (95)             -           (2,194)                  153     (2,136)

Net cash provided by (used in)
  financing activities                              (417)        (3,426)          (6,129)                6,331     (3,641)

Currency translation differences relating to
  cash and cash equivalents                            -              -              (11)                    -        (11)
                                            -----------------------------------------------------------------------------

Increase (decrease) in cash and cash
  equivalents                                          8              1             (640)                    -       (631)

Cash and cash equivalents at beginning
  of period                                           (5)             2            2,337                     -      2,334
                                            -----------------------------------------------------------------------------

Cash and cash equivalents at end
  of period                                            3              3            1,697                     -      1,703
                                            =============================================================================




Page 58

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


17.  Condensed consolidating information - continued



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

Three months ended June 30, 2003

Net cash inflow (outflow) from
  operating activities                               372        (15,793)          22,767                     -      7,346

Dividends from joint ventures                          -              -               28                     -         28

Dividends from associated undertakings                 -              -              177                     -        177

Dividends from subsidiaries                            -         18,133                -               (18,133)         -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                   -             43             (406)                    -       (363)

Tax paid                                             (47)            (3)          (1,803)                    -     (1,853)

Net cash inflow (outflow) for capital
  expenditure and financial investment              (115)            22           (1,015)                    -     (1,108)

Net cash inflow (outflow) for acquisitions
  and disposals                                        3              -             (467)                    -       (464)

Equity dividends paid                                  -         (1,386)         (18,133)               18,133     (1,386)
                                            -----------------------------------------------------------------------------

Net cash inflow (outflow)                            213          1,016            1,148                     -      2,377
                                            =============================================================================

Financing                                            214            987              154                     -      1,355

Management of liquid resources                         -              -               93                     -         93

Increase (decrease) in cash                           (1)            29              901                     -        929
                                            -----------------------------------------------------------------------------

                                                     213          1,016            1,148                     -      2,377
                                            =============================================================================


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



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

Net cash provided by (used in)
  operating activities                               328          2,379           20,763               (18,081)     5,389

Net cash provided by (used in)
  investing activities                              (115)            24           (1,482)                  (42)    (1,615)

Net cash provided by (used in)
  financing activities                              (214)        (2,374)         (18,287)               18,123     (2,752)

Currency translation differences relating to
  cash and cash equivalents                            -              -               43                     -         43
                                            -----------------------------------------------------------------------------

Increase (decrease) in cash and cash
  equivalents                                         (1)            29            1,037                     -      1,065

Cash and cash equivalents at beginning
  of period                                          (10)           (11)           1,400                     -      1,379
                                            -----------------------------------------------------------------------------

Cash and cash equivalents at end
  of period                                          (11)            18            2,437                     -      2,444
                                            =============================================================================


Page 59

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


17.  Condensed consolidating information - continued



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

Six months ended June 30, 2004

Net cash inflow (outflow) from
  operating activities                             1,134        (10,035)          22,809                   683     14,591

Dividends from joint ventures                          -              -              185                     -        185

Dividends from associated undertakings                 -              -              128                     -        128

Dividends from subsidiaries                            8         15,409                -               (15,417)         -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                 (29)           683             (184)                 (683)      (213)

Tax paid                                             (74)            (1)          (2,124)                    -     (2,199)

Net cash inflow (outflow) for capital
  expenditure and financial investment              (188)             -           (2,326)                    -     (2,514)

Net cash inflow (outflow) for acquisitions
  and disposals                                        -              -           (1,676)                    -     (1,676)

Equity dividends paid                                  -         (2,970)         (15,417)               15,417     (2,970)
                                            -----------------------------------------------------------------------------

Net cash inflow (outflow)                            851          3,086            1,395                     -      5,332
                                            =============================================================================

Financing                                            843          3,086            1,824                     -      5,753

Management of liquid resources                         -              -              (15)                    -        (15)

Increase (decrease) in cash                            8              -             (414)                    -       (406)
                                            -----------------------------------------------------------------------------

                                                     851          3,086            1,395                     -      5,332
                                            =============================================================================


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



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

Net cash provided by (used in)
  operating activities                             1,068          6,056           20,814               (15,538)    12,400

Net cash provided by (used in)
  investing activities                              (187)             -           (4,002)                  101     (4,088)

Net cash provided by (used in)
  financing activities                              (873)        (6,056)         (17,241)               15,437     (8,733)

Currency translation differences relating to
  cash and cash equivalents                            -              -               (8)                    -         (8)
                                            -----------------------------------------------------------------------------

Increase (decrease) in cash and cash
  equivalents                                          8              -             (437)                    -       (429)

Cash and cash equivalents at beginning
  of period                                           (5)             3            2,134                     -      2,132
                                            -----------------------------------------------------------------------------

Cash and cash equivalents at end
  of period                                            3              3            1,697                     -      1,703
                                            =============================================================================




Page 60

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


17.  Condensed consolidating information - concluded



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

Six months ended June 30, 2003

Net cash inflow (outflow) from
  operating activities                               890        (13,540)          25,957                     -     13,307

Dividends from joint ventures                          -              -               41                     -         41

Dividends from associated undertakings                 -              -              232                     -        232

Dividends from subsidiaries                           10         18,133                -               (18,143)         -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                 (22)            70             (583)                    -       (535)

Tax paid                                             (47)            (3)          (2,435)                    -     (2,485)

Net cash inflow (outflow) for capital
  expenditure and financial investment              (212)            64           (1,514)                    -     (1,662)

Net cash inflow (outflow) for acquisitions
  and disposals                                        9              -             (513)                    -       (504)

Equity dividends paid                                  -         (2,783)         (18,143)               18,143     (2,783)
                                            -----------------------------------------------------------------------------

Net cash inflow (outflow)                             628         1,941            3,042                     -      5,611
                                            =============================================================================

Financing                                             628         1,924            2,402                     -      4,954

Management of liquid resources                          -             -              106                     -        106

Increase (decrease) in cash                             -            17              534                     -        551
                                            -----------------------------------------------------------------------------

                                                      628         1,941            3,042                     -      5,611
                                            =============================================================================


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



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

Net cash provided by (used in)
  operating activities                               862          4,659           23,212               (18,083)    10,650

Net cash provided by (used in)
  investing activities                              (212)            66           (2,027)                  (70)    (2,243)

Net cash provided by (used in)
  financing activities                              (650)        (4,708)         (20,545)               18,153     (7,750)

Currency translation differences relating to
  cash and cash equivalents                            -              -               52                     -         52
                                            -----------------------------------------------------------------------------

Increase (decrease) in cash and cash
  equivalents                                          -             17              692                     -        709

Cash and cash equivalents at beginning
  of period                                          (11)             1            1,745                     -      1,735
                                            -----------------------------------------------------------------------------

Cash and cash equivalents at end
  of period                                          (11)            18            2,437                     -      2,444
                                            =============================================================================


Page 61

                           BP p.l.c. AND SUBSIDIARIES
                            ENVIRONMENTAL INDICATORS



                                                               Three months ended            Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2004           2003          2004           2003
                                                           -------------------------    -------------------------

                                                                                              
 Average crude oil realizations - $/bbl
      UK                                                      33.99          25.16         31.60          28.60
      USA                                                     35.82          27.09         34.22          29.48
      Rest of World                                           32.64          24.16         31.69          26.90
      BP average                                              34.47          25.73         32.85          28.50

 Average natural gas liquids realizations - $/bbl
      UK                                                      28.30          11.97         27.04          18.86
      USA                                                     23.13          17.80         22.71          18.05
      Rest of World                                           22.17          20.16         23.36          21.63
      BP average                                              23.71          17.49         23.43          18.76

 Average liquids realizations (a) - $/bbl
      UK                                                      33.64          24.45         31.33          28.04
      USA                                                     33.67          25.61         32.36          27.55
      Rest of World                                           31.90          23.93         31.14          26.58
      BP average                                              33.27          24.90         31.85          27.47

 Average natural gas realizations - $/mcf
      UK                                                       3.59           2.84          4.18           3.11
      USA                                                      5.11           4.52          4.91           4.91
      Rest of World                                            2.54           2.53          2.60           2.63
      BP average                                               3.68           3.39          3.74           3.64

 Total hydrocarbons - $/boe
      UK                                                      28.78          21.15         28.60          23.99
      USA                                                     31.96          25.88         30.70          27.96
      Rest of World                                           21.56          18.75         21.57          20.09
      BP average                                              27.66          22.43         27.06          24.49

 Average oil marker prices - $/bbl
      Brent oil price                                         35.32          26.03         33.67          28.77
      West Texas Intermediate oil price                       38.28          29.02         36.80          31.53
      Alaska North Slope US West Coast                        36.99          27.04         35.61          30.13

 Henry Hub gas price (b) ($/mmbtu)                             6.00           5.40          5.84           5.96
 UK Gas - National Balancing point (p/therm)                  20.70          17.44         22.64          19.35

 Global Indicator Refining Margins (c) - $/bbl
      Northwest Europe                                         5.29           2.15          4.01           2.92
      US Gulf Coast                                            9.18           3.59          8.05           4.86
      Midwest                                                  9.01           4.73          6.84           4.44
      US West Coast                                           15.41           6.34         11.73           6.55
      Singapore                                                2.80           0.66          3.11           1.81
      BP average                                               7.89           3.27          6.25           3.89

 Chemicals Indicator Margin (d) - $/te                          131 (e)        134           128 (e)        115


Page 62

                           BP p.l.c. AND SUBSIDIARIES
                      ENVIRONMENTAL INDICATORS - concluded


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

(a)  Crude oil and natural gas liquids.

(b)  Henry Hub First of Month Index.

(c)  The Global  Indicator  Refining Margin (GIM) is the average of six 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. The regional indicator margins may not be representative of the
     margins  achieved by BP in any period because of BP's  particular  refinery
     configurations and crude and product slate.

(d)  The   Chemicals   Indicator   Margin   (CIM)  is  a  weighted   average  of
     externally-based  product margins.  It is based on market data collected by
     Nexant  (formerly Chem Systems) in their quarterly  market  analyses,  then
     weighted  based on BP's  product  portfolio.  It does not cover our  entire
     portfolio of products,  and  consequently  is only  indicative  rather than
     representative  of the  margins  achieved by BP in any  particular  period.
     Amongst  the  products  and  businesses  covered in the CIM are olefins and
     derivatives,  the aromatics and derivatives,  linear alpha-olefins  (LAOs),
     acetic acid, vinyl acetate monomers and nitriles.  Not included are fabrics
     and fibres,  plastic fabrications,  poly alpha-olefins (PAOs),  anhydrides,
     speciality  intermediates,  and the  remaining  parts of the  solvents  and
     acetyls businesses.

(e)  Provisional.  The  data for the  second  quarter  is  based on two  months'
     actuals and one month of provisional data.

The  table  below  shows  the US  dollar/sterling  exchange  rates  used  in the
preparation of the financial  statements.  The period-end  rate is the mid-point
closing rate as published in the London  edition of the  Financial  Times on the
last day of the period.  The  average  rate for the period is the average of the
daily mid-point closing rates for the period.



                                                              Three months ended            Six months ended
                                                                   June 30                      June 30
 US dollar/sterling exchange rates                               (Unaudited)                  (Unaudited)
                                                               2004           2003          2004           2003
                                                           -------------------------    -------------------------
                                                                                               
 Average rate for the period                                   1.81           1.62          1.82           1.61
 Period-end rate                                               1.81           1.65          1.81           1.65


Page 63

                           BP p.l.c. AND SUBSIDIARIES
                              OPERATING INFORMATION




                                                               Three months ended            Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2004           2003          2004           2003
                                                           -------------------------    -------------------------

                                                                                                
 Crude oil production
 (thousand barrels per day) (net of royalties)
      UK                                                        321            325           333            383
      Rest of Europe                                             80             80            76             85
      USA                                                       541            569           552            588
      Rest of World                                           1,379            738         1,370            715
                                                             ------         ------        ------         ------
 Total crude oil production                                   2,321          1,712         2,331          1,771
                                                             ======         ======        ======         ======

 Natural gas liquids production
 (thousand barrels per day) (net of royalties)
      UK                                                         21             18            20             24
      Rest of Europe                                              5              5             5              5
      USA                                                       140            144           139            155
      Rest of World                                              31             32            30             32
                                                             ------         ------        ------         ------
 Total natural gas liquids production                           197            199           194            216
                                                             ======         ======        ======         ======

 Liquids production (a)
 (thousand barrels per day) (net of royalties)
      UK                                                        342            343           353            407
      Rest of Europe                                             85             85            81             90
      USA                                                       681            713           691            743
      Rest of World                                           1,410            770         1,400            747
                                                             ------         ------        ------         ------
 Total liquids production                                     2,518          1,911         2,525          1,987
                                                             ======         ======        ======         ======

 Natural gas production (million cubic feet per day)
 (net of royalties)
      UK                                                      1,213          1,407         1,284          1,602
      Rest of Europe                                            136            103           139            117
      USA                                                     2,790          3,145         2,829          3,290
      Rest of World                                           4,286          3,784         4,260          3,718
                                                             ------         ------        ------         ------
 Total natural gas production                                 8,425          8,439         8,512          8,727
                                                             ======         ======        ======         ======

 Total production (b)
 (thousand barrels of oil equivalent per day)
 (net of royalties)
      UK                                                        551            586           575            683
      Rest of Europe                                            108            103           105            110
      USA                                                     1,163          1,255         1,179          1,310
      Rest of World                                           2,149          1,422         2,134          1,388
                                                             ------         ------        ------         ------
 Total production                                             3,971          3,366         3,993          3,491
                                                             ======         ======        ======         ======


Page 64

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




                                                               Three months ended            Six months ended
                                                                     June 30                      June 30
                                                                   (Unaudited)                  (Unaudited)
                                                               2004           2003          2004           2003
                                                            ----------------------       ----------------------

                                                                                              
 Natural gas sales volumes (million cubic feet per day)
      UK                                                      2,495          2,581         2,761          2,896
      Rest of Europe                                            266            421           354            447
      USA                                                    12,470         10,441        13,044         11,084
      Rest of World                                          12,070         10,839        12,986         11,194
                                                            -------        -------       -------        -------
 Total natural gas sales volumes (c)                         27,301         24,282        29,145         25,621
                                                            =======        =======       =======        =======

 NGL sales volumes (thousand barrels per day)
      UK                                                          8              1             6              3
      Rest of Europe                                              3              -             2              -
      USA                                                       334            289           397            285
      Rest of World                                             166            147           205            199
                                                            -------        -------       -------        -------
 Total NGL sales volumes                                        511            437           610            487
                                                            =======        =======       =======        =======

 Oil sales volumes (thousand barrels per day)
 Refined products
      UK                                                        318            279           306            279
      Rest of Europe                                          1,344          1,358         1,333          1,338
      USA                                                     1,724          1,822         1,726          1,787
      Rest of World                                             665            607           672            626
                                                            -------        -------       -------        -------
      Total marketing sales                                   4,051          4,066         4,037          4,030
      Trading/supply sales                                    2,087          2,957         2,502          2,884
                                                            -------        -------       -------        -------
      Total refined product sales                             6,138          7,023         6,539          6,914
 Crude oil                                                    5,339          5,679         5,222          5,104
                                                            -------        -------       -------        -------
 Total oil sales                                             11,477         12,702        11,761         12,018
                                                            =======        =======       =======        =======

 Refinery throughputs (thousand barrels per day)
      UK                                                        404            416           400            397
      Rest of Europe                                            871            991           878            973
      USA                                                     1,370          1,465         1,317          1,384
      Rest of World                                             377            393           388            392
                                                            -------        -------       -------        -------
 Total throughput                                             3,022          3,265         2,983          3,146
                                                            =======        =======       =======        =======

 Petrochemicals production (thousand tonnes)
      UK                                                        856            714         1,696          1,583
      Rest of Europe                                          2,726          2,681         5,454          5,444
      USA                                                     2,514          2,503         5,057          5,039
      Rest of World                                           1,075            872         2,207          1,684
                                                            -------        -------       -------        -------
 Total production                                             7,171          6,770        14,414         13,750
                                                            =======        =======       =======        =======


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

(a)  Crude oil and natural gas liquids.
(b)  Expressed in thousand  barrels of oil equivalent per day (mboe/d).  Natural
     gas is converted  to oil  equivalent  at 5.8 billion  cubic feet: 1 million
     barrels.
(c)  Encompasses  sales  by  Exploration  and  Production  and  Gas,  Power  and
     Renewables, including marketing, trading and supply sales.

Page 65

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



                                                   Three months ended            Six months ended
                                                         June 30                      June 30
                                                       (Unaudited)                  (Unaudited)
                                                   2004           2003          2004           2003
                                                ----------------------       ----------------------
                                                                   ($ million)
 By business

                                                                                    
 Exploration and Production
 UK                                                 211            220           364            416
 Rest of Europe                                      45             73            93            124
 USA                                              1,027          1,005         1,959          1,968
 Rest of World (a)                                1,022          1,136         3,712          2,044
                                                -------        -------       -------        -------
                                                  2,305          2,434         6,128          4,552
                                                -------        -------       -------        -------
 Refining and Marketing
 UK                                                  82             66           159            139
 Rest of Europe                                     173             64           265            168
 USA                                                330            228           588            564
 Rest of World                                       55             27            92             51
                                                -------        -------       -------        -------
                                                    640            385         1,104            922
                                                -------        -------       -------        -------
 Petrochemicals
 UK                                                  22             30            42             30
 Rest of Europe                                      53             21            91             52
 USA                                                 68             62           115            106
 Rest of World                                       38             85            99            106
                                                -------        -------       -------        -------
                                                    181            198           347            294
                                                -------        -------       -------        -------
 Gas, Power and Renewables
 UK                                                   5             24             6             32
 Rest of Europe                                       3              9             5             24
 USA                                                 14             52            25             93
 Rest of World                                       60             41           107             64
                                                -------        -------       -------        -------
                                                     82            126           143            213
                                                -------        -------       -------        -------
 Other businesses and corporate
 UK                                                  13             21            15             39
 Rest of Europe                                       -              -             -              1
 USA                                                 13            162            22            172
 Rest of World                                        -              -             -              1
                                                -------        -------       -------        -------
                                                     26            183            37            213
                                                -------        -------       -------        -------
                                                  3,234          3,326         7,759          6,194
                                                =======        =======       =======        =======
 By geographical area
 UK                                                 333            361           586            656
 Rest of Europe                                     274            167           454            369
 USA                                              1,452          1,509         2,709          2,903
 Rest of World (a)                                1,175          1,289         4,010          2,266
                                                -------        -------       -------        -------
                                                  3,234          3,326         7,759          6,194
                                                =======        =======       =======        =======


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

(a)  Six months ended June 30, 2004 included the investment in TNK's interest in
     Slavneft within TNK-BP.

Page 66

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




                                                        Three months ended            Six months ended
                                                              June 30                      June 30
                                                            (Unaudited)                  (Unaudited)
                                                        2004           2003          2004           2003
                                                    -------------------------    -------------------------
                                                                        ($ million)
                                                                                       
 Profit for the period                                 3,896          1,585         8,714          5,804
 Interest (a)                                             62             78           126            177
 Minority shareholders' interest                          52             60            96             86
                                                     -------        -------       -------        -------
 Adjusted profit                                       4,010          1,723         8,936          6,067
                                                     =======        =======       =======        =======
 Capital employed at beginning of period:
      BP shareholders' interest                       72,829         65,189        70,319         63,649
      Minority shareholders' interest                  1,181          1,047         1,125            638
      Finance debt                                    19,937         19,042        22,325         22,008
                                                     -------        -------       -------        -------
      Capital employed                                93,947         85,278        93,769         86,295
                                                     =======        =======       =======        =======
 Capital employed at end of period:
      BP shareholders' interest                       72,818         66,056        72,818         66,056
      Minority shareholders' interest                  1,232          1,016         1,232          1,016
      Finance debt                                    19,858         18,594        19,858         18,594
                                                     -------        -------       -------        -------
      Capital employed                                93,908         85,666        93,908         85,666
                                                     =======        =======       =======        =======
  Average capital employed                            93,928         85,472        93,839         85,980
                                                     =======        =======       =======        =======
 ROACE                                                  17.1%           8.1%         19.0%          14.1%


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

(a)      Excludes interest on joint venture and associated undertaking's debt
         and is on a post-tax basis, using a deemed tax rate equal to the US
         statutory tax rate.

Page 67

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





                                                              At June 30
                                                             (Unaudited)     At December 31
                                                                   2004                2003
                                                              ---------          ----------
                                                                       ($ million)
                                                                               
 Net debt ratio - net debt: net debt + equity
 Gross finance debt                                              19,858              22,325
 Cash and current asset investments                               1,703               2,132
                                                                -------             -------
 Net debt                                                        18,155              20,193
                                                                -------             -------
 Equity                                                          74,050              71,444
 Net debt ratio                                                     20%                 22%
                                                                =======             =======


Page 68

                                   SIGNATURES





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




                                    BP p.l.c.
                                  (Registrant)





Dated: August 3, 2004                 /s/ D. J. Pearl
                                      .........................................
                                       D. J. PEARL
                                       Deputy Company Secretary




Page 69