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 September 30, 2003


                                    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 SEPTEMBER 30, 2003


                                                                            Page

1.   Management's  Discussion and Analysis of Financial
     Condition and Results of Operations for the period
     January-September 2003.                                                  3

2.   Consolidated  Financial  Statements  including  Notes
     to Consolidated  Financial Statements for the period
     January-September 2003.                                                 15

3.   Reconciliation  of Historical  Cost Operating  Profit
     to  Replacement Cost Operating Profit for the years
     ended December 31, 2002, 2001 and 2000.                                 66

















DEFINITION

The following term has the meaning shown below:

OPEC-10 -- The OPEC members excluding Iraq.





Page 2

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

GROUP RESULTS JANUARY - SEPTEMBER 2003



                                                               Three months ended            Nine months ended
                                                                  September 30                 September 30
                                                                   (Unaudited)                   (Unaudited)
                                                               2003           2002          2003            2002
                                                           -----------------------       -----------------------
                                                                                 ($ million)
Turnover                                                     60,142         49,054       180,237         128,999
                                                           ========        =======       =======         =======

                                                                                               
Reconciliation of historical cost and
  replacement cost profit
Historical cost profit (loss)                                 2,394          2,840         8,295           6,194
Inventory holding (gains) losses (a)                            (84)          (305)           68          (1,278)
                                                           --------        -------       -------         -------
Replacement cost profit (b)                                   2,310          2,535         8,363           4,916
Exceptional items, net of tax                                  (168)        (1,769)         (639)         (1,915)
                                                           --------        -------       -------         -------
Replacement cost profit before exceptional items              2,142            766         7,724           3,001
                                                           ========        =======       =======         =======

Per Ordinary Share - cents
   Historical cost profit                                     10.85          12.67         37.37           27.63
   Replacement cost profit before exceptional items            9.71           3.42         34.80           13.39
Dividends per Ordinary Share - cents                           6.50           6.00         19.25           17.75

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

(a)  Net of minority shareholders' interest.

(b)  Replacement  cost is not a UK or US GAAP measure.  For  information  on why
     management  believes that  presentation of replacement cost profit provides
     useful  information  to investors and  management  regarding the results of
     operations of BP, see Item 3 - Key Information in BP p.l.c.'s Annual Report
     on Form 20-F for the year ended December 31, 2002.

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, 2002 in BP p.l.c.'s Annual Report
on Form 20-F for the year ended December 31, 2002.

To reflect BP's increased focus on chemical  products  derived from oil and gas,
the Chemicals segment has been renamed Petrochemicals.

The TNK-BP deal was completed on August 29, 2003 and BP's share of the result of
the joint venture has been  included  within  Exploration  and  Production  with
effect from that date. Third quarter 2003 results include profit of $114 million
and  production of 695 mboe/d from the joint  venture.  TNK-BP  operational  and
financial information has been estimated.

The three months and nine months  ended  September  30, 2003  results  reflect a
trading  environment  that was more favourable  overall than a year ago. For the
third  quarter  the Brent oil price was up $1.47 per  barrel;  the Henry Hub gas
price was up $1.81 per mmbtu; the Global Indicator  refining margin was up $2.61
per barrel;  however, the Chemicals Indicator Margin was down $11 per tonne. For
the nine months,  the Brent oil price was $4.24 per barrel higher; the Henry Hub
gas price was up $2.71 per mmbtu;  the refining Global  Indicator  Margin was up
$2.23  per  barrel;  and the  Chemicals  Indicator  Margin  was up $10 per tonne
compared with a year ago.

Turnover  for the three  months and nine  months  ended  September  30, 2003 was
$60,142 million and $180,237 million respectively, compared with $49,054 million
and  $128,999  million  for the  equivalent  periods in 2002.  The  increase  in
turnover for the third quarter and nine months reflects higher oil,  natural gas
and product prices, higher sales volumes and a weaker US dollar.

Historical  cost profit for the three months ended September 30, 2003 was $2,394
million,  including  inventory  holding gains of $84 million and net exceptional
gains of $168 million ($172  million  before tax) in respect of net gains on the
sale of fixed  assets and  businesses  or  termination  of  operations.  For the
equivalent period of 2002, historical cost profit was $2,840 million,  including
inventory  holding  gains of $305  million and net  exceptional  gains of $1,769
million ($1,794 million before tax) in respect of net gains on the sale of fixed
assets and businesses or termination of operations.

Historical  cost profit for the nine months ended  September 30, 2003 was $8,295
million,  after  inventory  holding  losses of $68  million  and  including  net
exceptional  gains of $639 million ($846  million  before tax) in respect of net
gains on the sale of fixed assets and  businesses or  termination of operations.
For the equivalent  period of 2002,  historical  cost profit was $6,194 million,
including inventory holding gains of $1,278 million and net exceptional gains of
$1,915 million  ($2,061  million before tax) in respect of net gains on the sale
of fixed assets and businesses or termination of operations.


Page 3

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


Performance  of  operating   segments  is  evaluated  by  management   based  on
replacement cost operating profit or loss.

Replacement  cost profit  before  exceptional  items (which  excludes  inventory
holding  gains and losses) was $2,142  million and $7,724  million for the three
months and nine months ended September 30, 2003 respectively, compared with $766
million and $3,001 million for the equivalent periods of 2002.

Replacement  cost profit  before  exceptional  items for the three  months ended
September 30, 2003  includes  charges of $369 million  resulting  from new and a
reassessment of our existing  environmental  remediation  provisions and ongoing
Veba integration costs of $72 million in Refining and Marketing,  charges of $43
million  comprising  a  provision  to cover  future  rental  payments on surplus
property and charges resulting from a reassessment of environmental  remediation
provisions in Petrochemicals; and charges of $122 million resulting from new and
a reassessment  of our existing  environmental  remediation  provisions in Other
businesses and corporate.  Replacement cost profit before  exceptional items for
the three months ended September 30, 2002 included  impairment charges of $1,091
million and restructuring  charges of $17 million in Exploration and Production;
Veba and other  European  integration  costs of $54  million,  settlement  costs
associated  with a  pre-acquisition  ARCO US MTBE supply contract of $22 million
and costs of $7 million related to an Olympic pipeline  incident in Refining and
Marketing; a $140 million asset writedown in Petrochemicals;  and a $125 million
provision  to  cover  future  rental  payments  on  surplus   leasehold   office
accommodation in Other businesses and corporate.

Replacement  cost profit  before  exceptional  items for the nine  months  ended
September 30, 2003 included 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;  a charge of $369
million  resulting  from new and a  reassessment  of our existing  environmental
remediation  provisions and Veba  integration  costs of $131 million in Refining
and  Marketing;  charges of $38 million  comprising  a provision to cover future
rental payments on surplus  property,  a charge resulting from a reassessment of
environmental  remediation provisions and a credit resulting from a reduction in
the provision for costs  associated  with closure of  polypropylene  capacity in
Petrochemicals; charges of $122 million resulting from new and a reassessment of
our  existing  environmental  remediation  provisions  in Other  businesses  and
corporate;  and a $130 million  credit  related to tax  restructuring  benefits.
Replacement  cost profit  before  exceptional  items for the nine  months  ended
September 30, 2002 included impairment charges of $1,091 million,  restructuring
charges of $179 million and litigation  costs of $55 million in Exploration  and
Production;  a  credit  of $184  million  for  business  interruption  insurance
proceeds,  $103 million Veba and other European  integration costs, costs of $54
million related to a pipeline  incident and settlement  costs  associated with a
pre-acquisition  ARCO US MTBE supply  contract  of $22  million in Refining  and
Marketing;  a $140 million asset write-down and restructuring charges and Solvay
and  Erdolchemie  integration  costs of $75  million in  Petrochemicals;  a $125
million  provision to cover future rental payments on surplus  leasehold  office
accommodation in Other businesses and corporate;  and a $355 million  adjustment
to the North Sea deferred tax balance for the  supplementary  UK corporation tax
rate.

The increase in replacement cost profit before  exceptional  items for the three
months and nine months ended  September 30, 2003 reflects higher average liquids
and  natural  gas  realizations,  improvement  in  refining  margins  and higher
marketing  margins,  particularly  retail  margins  in the  USA and  Europe.  In
addition to these  factors,  the third quarter result also reflected some offset
from weaker  petrochemicals  margins.  Improved operating  performance generated
additional  income  for the  quarter  and nine  months.  Excluding  charges  for
impairment,   non-cash   costs  were  higher  in  both  periods  due  to  higher
depreciation from new projects coming onstream.

Interest  expense for the three months and nine months ended  September 30, 2003
was $213 million and $624 million  respectively,  compared with $300 million and
$947 million in the same periods of 2002. The reductions in both periods reflect
lower average debt and lower interest rates.

Net taxation, other than production taxes, charged for the three months and nine
months ended  September 30, 2003 was $1,450 million and $5,023 million  compared
with $713 million and $3,217  million in the  equivalent  periods last year. The
tax charge has increased broadly in line with higher profits in 2003. The tax on
exceptional items was $4 million and $207 million for the third quarter and nine
months  respectively,  compared  with  $25  million  and  $146  million  for the
equivalent  periods in 2002. The effective tax rate on  replacement  cost profit
before  exceptional  items was 40% and 38% for the three  months and nine months
ended September 30, 2003,  compared with 47% and 50% for the equivalent  periods
in 2002.  The  reduction in the third  quarter and nine month rate  reflects the
rateably lower impact of goodwill  amortization and the  depreciation  charge on
uplifted asset values (for which no tax deduction is available) on higher income
in 2003.  The nine month rate reduction  additionally  reflects the $355 million
adjustment  to the North Sea deferred tax  provision  for the  supplementary  UK
corporation  tax in the  second  quarter  of  2002.  The  effective  tax rate on
historical  cost profit was 37% for both the three  months and nine months ended
September  30,  2003,  compared  with 20% and 34% for the three  months and nine
months in 2002 respectively.  The lower rate in the three months and nine months
ended  September  30,  2002 was due to the  non-taxable  gain on the sale of our
interest in Ruhrgas and the impact of non-taxable inventory holding gains.


Page 4

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


Capital  expenditure  and  acquisitions  in the third quarter and nine months of
2003 was $9.2billion and $15.4 billion respectively,  including $5.9 billion for
the  acquisition  of our  investment  in the TNK-BP  joint  venture in the third
quarter.  Capital  expenditure and  acquisitions  for the third quarter and nine
months of 2002 was $3.2 billion and $15.0 billion  respectively,  including $5.0
billion for the acquisition of Veba in the first half.  Excluding  acquisitions,
capital  expenditure for the three months and nine months ended  September,  30,
2003 was $3.3billion and $9.4billion respectively, compared with $3.2billion and
$9.3billion in the equivalent  periods of 2002.  Disposal  proceeds in the third
quarter and nine months of 2003 were  $0.9billion and $5.0billion  respectively.
Disposal  proceeds  in the third  quarter  of 2002 were  $2.9billion,  including
$2.3billion  from the sale of our investment in Ruhrgas,  and $5.8billion in the
nine months.

Net cash outflow for the three months ended  September 30, 2003 was  $2.4billion
compared  with an  outflow of  $0.5billion  for the  equivalent  period of 2002;
higher  cash  flow  from  operating  activities  was more  than  offset by lower
disposal proceeds.  Net cash inflow for the nine months ended September 30, 2003
was  $3.2billion,  compared with an outflow of  $1.1billion  for the  equivalent
period of 2002; higher cash flow from operating activities and lower acquisition
spending were partly offset by higher tax payments and lower disposal  proceeds.
Net cash inflow from operating  activities was $4.9billion and  $18.2billion for
the three  months and nine  months  ended  September  30,  2003,  compared  with
$4.4billion and $13.1billion in the equivalent periods in 2002. The increase for
the quarter reflected higher profit, higher depreciation and a higher net charge
for provisions  partly offset by a higher  requirement for working capital.  The
increase  for the nine months was largely due to higher  profit and a higher net
charge for provisions.

Net debt at September  30, 2003 was  $18.5billion.  The ratio of net debt to net
debt plus equity was 20% at September 30, 2003 compared with 22% at December 31,
2002.  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 petrochemicals  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 on a historical  cost basis was 11% for
the third quarter of 2003 compared with 13% for the same period in 2002.  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.
Management  believes  this  performance  measure is useful as an  indication  of
capital productivity over the long term. For the nine months ended September 30,
2003 the return on average  capital  employed was 12% compared with 10% in 2002.
The return on average capital employed on a replacement cost basis for the three
months  ended  September  30, 2003 was 10% compared  with 4% for the  equivalent
period of 2002. For the nine months ended  September 30, 2003 the return was 12%
compared with 5% in 2002. A reconciliation of return on average capital employed
on a  replacement  cost  basis  to  return  on  average  capital  employed  on a
historical cost basis is included on page 65 of this report.

BP  announced a third  quarterly  dividend  for 2003 of 6.50 cents per  ordinary
share. Holders of ordinary shares will receive 3.857 pence per share and holders
of American Depositary Receipts (ADRs) $0.39 per ADS. The dividend is payable on
December  8,  2003  to  shareholders  on the  register  on  November  14,  2003.
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 December 8, 2003. The Company did not repurchase any of its own
shares  during the  quarter.  During the nine  months,  299 million  shares were
repurchased and cancelled at a cost of $2 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          Nine months ended
                                                                  September 30                September 30
                                                                  (Unaudited)                 (Unaudited)
                                                               2003           2002        2003            2002
                                                            ----------------------     -----------------------
                                                                                            
   Turnover                                      - $m         7,310          6,220      23,811          18,397
   Reconciliation of historical cost and
     replacement cost operating profit
   Total historical cost operating profit        - $m         3,520          1,575      11,002           5,963
   Inventory holding (gains) losses              - $m             -             (3)         (3)             (5)
                                                             ------         ------      ------          ------
   Total replacement cost operating profit       - $m         3,520          1,572      10,999           5,958
                                                             ======         ======      ======          ======
   Results include:
   Exploration expense                           - $m           136            119         349             465
   Of which: Exploration expenditure written off - $m            75             55         168             261

   Key Statistics:
   Crude oil                Average prices
   realized by BP                                - $/bbl      27.72          26.01       28.25           23.35
                            Production           - mb/d       1,852          1,736       1,798           1,766
   Natural gas liquids      Average prices
   realized by BP                                - $/bbl      19.39          13.15       18.96           12.23
                            Production           - mb/d         202            247         211             242
   Total liquids(a)         Average prices
   realized by BP                                - $/bbl      26.79          24.40       27.24           21.99
                            Production           - mb/d       2,054          1,983       2,009           2,008
   Natural gas              Average prices
   realized by BP                                - $/mcf       3.08           2.25        3.46            2.32
                            Production           - mmcf/d     8,401          8,482       8,617           8,631
   Total hydrocarbons(b)(c) Average prices
   realized by BP                                - $/boe      22.58          19.27       23.88           18.17
                            Production           - mboe/d     3,502          3,445       3,495           3,496
   Brent oil price                               - $/bbl      28.38          26.91       28.64           24.40
   West Texas Intermediate oil price             - $/bbl      30.19          28.26       31.08           25.40
   Alaska North Slope US West Coast              - $/bbl      28.83          27.26       29.69           24.06
   Henry Hub gas price (d)                       - $/mmbtu     4.97           3.16        5.65            2.94
   UK Gas - National Balancing Point             - p/therm    15.08          12.74       17.92           14.53

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

(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)  Includes 249 mboe/d production from TNK-BP.

(d)  Henry Hub First of the Month Index.

Turnover  for the three  months and nine  months  ended  September  30, 2003 was
$7,310 million and $23,811 million respectively compared with $6,220 million and
$18,397  million  in the  corresponding  periods in 2002,  primarily  reflecting
higher liquids and natural gas realizations.

Historical  cost operating  profit for the three months ended September 30, 2003
was $3,520  million;  there were no  inventory  holding  gains or losses for the
period.  For the equivalent  period in 2002 there was a profit of $1,575 million
including  inventory  holding  gains of $3 million.  Historical  cost  operating
profit  for the  nine  months  ended  September  30,  2003 was  $11,002  million
including  inventory  holding gains of $3 million;  for the equivalent period in
2002 there was a profit of $5,963 million  including  inventory holding gains of
$5 million.


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)

Replacement  cost  operating  profit for the three  months and nine months ended
September 30, 2003 was $3,520 million and $10,999 million respectively, compared
with $1,572 million and $5,958 million for the equivalent periods in 2002.

The results for the first nine months of 2003  include an  impairment  charge of
$108 million relating to the Kepadong field in Indonesia,  an impairment  charge
of $103 million relating 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 results for the
third quarter of 2002 include  impairment  charges of $1,091 million relating to
the  impairments  of Shearwater in the North Sea,  Rhourde El Baguel in Algeria,
LL652 and Boqueron in  Venezuela,  Pagerungan in Indonesia and Badami in Alaska,
and restructuring charges of $17 million; in addition to these items the results
for the nine months 2002 include further  restructuring  charges of $162 million
and litigation costs of $55 million.

The results for the third  quarter of 2003  reflect  higher  realizations,  with
liquids up $2.39/bbl and natural gas up $0.83/mcf on a year ago.  North American
basin  differentials  to the Henry Hub marker price continued to narrow over the
quarter following the opening of pipeline  expansion routes. The results for the
three months ended September 30, 2003 include income of $15 million reflecting a
lower  provision  for  Unrealized  Profit in Stock  (UPIS),  which  removes  the
upstream margin from downstream inventories.  This compares with a charge of $64
million in the third quarter of last year.

The results for the nine months ended September 30, 2003 reflected the impact of
significantly  higher  oil  and  gas  prices  and  a  reduction  in  exploration
write-offs  partly offset by the impact of divestments  and higher  depreciation
excluding impairment charges.

Production  for the third quarter was up by more than one and a half per cent at
3,502  mboe/d  compared  with a year ago.  This  reflects  the net impact of the
inclusion of incremental  production volumes of 208 mboe/d from TNK-BP offset by
a reduction of 179 mboe/d from divestments.  Other factors include strong growth
in  Trinidad  and decline in our mature  areas.  Total  production  for the nine
months at 3,495 mboe/d was in line with a year ago.

Significant  progress was made during the quarter toward  completion of projects
in our new  profit  centres.  The Kapok  field in  Trinidad  started  commercial
production  in July.  In  preparation  for  start-up,  the Na Kika  tension  leg
platform has arrived on location in the Gulf of Mexico and the Xikomba  Floating
Production  Storage and Offloading vessel is on location in Angola. The Holstein
Spar has sailed from the  fabrication  yard in Finland and the Kizomba A tension
leg platform has arrived in Angola. In Azerbaijan, construction is well advanced
on our Azeri  project  and the BTC  pipeline  is on track for  start-up in early
2005.

We are nearing the end of the 2003 programme of high-grading  our portfolio with
the  completion of previously  announced  divestments  in China and the Lower 48
states in the USA and the sale of 49% of our In Amenas gas project in Algeria.

On 29 August we completed  the creation of our joint venture  TNK-BP.  This sees
the establishment of the third largest integrated oil company in Russia in which
we have a 50% interest.  That  transaction did not include Alfa Group and Access
Renova's  (AAR)  interests  in Slavneft or BP's  interest in  Sakhalin.  We have
agreed to invest a further  $1.35  billion to expand TNK-BP to include AAR's 50%
interest in Slavneft;  we now expect to complete this  transaction  by year-end.
The TNK-BP  result  included for the period 29 August to 30 September  benefited
from favourable price conditions in Russia, and production was robust.


Page 7

                           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          Nine months ended
                                                             September 30                September 30
                                                             (Unaudited)                 (Unaudited)
                                                          2003           2002        2003            2002
                                                       ----------------------     -----------------------
                                                                                       
   Turnover                                 - $m        15,904          9,313      48,777          25,316
   Reconciliation of historical cost and
     replacement cost operating profit
   Total historical cost operating profit   - $m            91             59         343             292
   Inventory holding (gains) losses         - $m             7             (2)         52             (10)
                                                        ------         ------      ------          ------
   Total replacement cost operating profit  - $m            98             57         395             282
                                                        ======         ======      ======          ======


Turnover  for the three  months and nine  months  ended  September  30, 2003 was
$15,904  million and $48,777 million  respectively  compared with $9,313 million
and $25,316  million in the same  periods in 2002.  The increase for the quarter
and nine months reflects higher natural gas prices and sales volumes.

Historical  cost operating  profit for the three months ended September 30, 2003
was $91 million after inventory holding losses of $7 million; for the equivalent
period in 2002 there was a profit of $59  million  including  inventory  holding
gains of $2 million.  Historical cost operating profit for the nine months ended
September  30,  2003 was $343  million  after  inventory  holding  losses of $52
million;  for the  equivalent  period in 2002 there was a profit of $292 million
including inventory holding gains of $10 million.

Replacement  cost  operating  profit for the three  months and nine months ended
September 30, 2003 was $98 million and $395 million respectively,  compared with
$57 million and $282 million for the same periods in 2002.

The  results for the third  quarter  and nine months 2002  include a $30 million
impairment charge related to a cogeneration power plant in the UK.

The third quarter and nine month results  reflect  improvement  in marketing and
trading,  including  LNG,  partly  offset by a lower  result for the natural gas
liquids business, restructuring charges in the Solar business and the absence of
the contribution from Ruhrgas following the sale of our interest last year.

The increased  marketing and trading  result for the quarter and nine months was
driven by higher gas sales volumes in North America and strong  performance from
the Global LNG business. Third quarter gas sales volumes were up 21%, and equity
LNG sales were up 47%. During the quarter, the first delivery of LNG was made to
the recently completed LNG import and regasification facility in Bilbao (BP 25%)
and the first  delivery  was made to the  facility  at Cove Point  (operated  by
Dominion Resources) in the USA, where BP has a contract for capacity access.

The results for the natural gas liquids  business for the third quarter and nine
months is  substantially  down on a year ago due to  continued  high gas  prices
relative  to  liquids  prices in North  America,  which  has led to lower  sales
volumes and margins.

The Solar and Renewables  result includes a restructuring  charge of $45 million
as  a  result  of  decisions   taken  during  the  quarter  to  improve   future
profitability.   This  charge  provides  for   consolidation   of  manufacturing
operations and staff reductions across the business.


Page 8

                           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            Nine months ended
                                                                  September 30                 September 30
                                                                  (Unaudited)                   (Unaudited)
                                                               2003           2002         2003              2002
                                                            ----------------------      -------------------------
                                                                                               
   Turnover                                      - $m        40,245         35,634      118,629            92,393
   Reconciliation of historical cost and
     replacement cost operating profit
   Total historical cost operating profit        - $m           544            548        1,911             2,158
   Inventory holding (gains) losses              - $m           (89)          (311)          64            (1,250)
                                                             ------         ------      -------           -------
   Total replacement cost operating profit       - $m           455            237         1,975              908
                                                             ======         ======      =======           =======
   Total refined product sales                   - mb/d       6,695          6,911        6,840             6,630
   Refinery throughputs                          - mb/d       3,086          3,154        3,124             3,084
   Refining availability (a)                     - %           96.2           96.5         95.7              96.0
   Global Indicator Refining Margin (b)          - $/bbl       4.59           1.98         4.13              1.90

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

(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 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.

Turnover  for the three  months and nine  months  ended  September  30, 2003 was
$40,245 million and $118,629 million respectively, compared with $35,634 million
and $92,393  million for the same  periods in the prior  year.  The  increase in
turnover for the third quarter and nine months is principally due to a weaker US
dollar, higher product prices and higher overall sales volumes.

Historical  cost operating  profit for the three months ended September 30, 2003
was $544 million  including  inventory  holding  gains of $89  million;  for the
equivalent period in 2002 there was a profit of $548 million including inventory
holding gains of $311 million.  Historical  cost  operating  profit for the nine
months ended  September  30, 2003 was $1,911  million  after  inventory  holding
losses of $64 million;  for the equivalent  period in 2002 there was a profit of
$2,158 million including inventory holding gains of $1,250 million.

Replacement  cost  operating  profit for the three  months and nine months ended
September 30, 2003 was $455 million and $1,975  million  respectively,  compared
with $237 million and $908 million for the corresponding periods of 2002.

The  results  for the  third  quarter  of 2003  include  a $369  million  charge
resulting from new and a reassessment of our existing environmental  remediation
provisions,  and ongoing Veba integration costs of $72 million.  The results for
the third quarter of 2002 include Veba and other  European  integration of costs
of $54 million,  settlement costs associated with a pre-acquisition ARCO US MTBE
supply contract of $22 million,  costs related to the Olympic pipeline  incident
of  $7  million  and a  charge  of  $80  million  in  respect  of  environmental
remediation provisions.

The results for the nine months 2003 include a $369 million charge resulting for
new and a reassessment of our existing environmental remediation provisions, and
Veba  integration  costs of $131  million.  The results for the nine months 2002
include a credit to income for business interruption  insurance proceeds of $184
million,  mostly  offset by Veba and other  European  integration  costs of $103
million,  a charge  of $80  million  in  respect  of  environmental  remediation
provisions,  costs of $54 million related to a pipeline  incident and settlement
costs  associated  with a  pre-acquisition  ARCO US MTBE supply  contract of $22
million.

The results for the quarter and nine months reflect  improved  refining  margins
and higher marketing margins, particularly retail margins in the USA and Europe,
with some offset from higher gas fuel costs. Improved operating performance also
contributed to the results in the marketing businesses.

Refining   throughputs   decreased  by  2%,  compared  with  a  year  ago,  with
availability  at 96.2%.  Marketing  volumes  were 6% lower  than a year ago,  as
expected, largely due to divestments.

During the quarter, an additional 2,037 sites were reimaged,  bringing the total
number of sites with the BP Helios to some 14,000 worldwide.


Page 9

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

REFINING AND MARKETING (concluded)

During October,  we announced that H&R WASAG has agreed to purchase our European
Special  Products  business,  including the Neuhof base oil refinery in Hamburg,
Germany.  The  transaction  is subject to a number of approvals and  appropriate
employee consultation.



Page 10

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

PETROCHEMICALS



                                                           Three months ended          Nine months ended
                                                              September 30                September 30
                                                              (Unaudited)                 (Unaudited)
                                                           2003           2002        2003            2002
                                                         ---------------------      ----------------------
                                                                                         
   Turnover                                  - $m         3,798          3,720      11,739           9,946
   Reconciliation of historical cost and
     replacement cost operating profit
   Total historical cost operating profit    - $m            83            121         578             449
   Inventory holding (gains) losses          - $m            (2)            11         (45)            (38)
                                                         ------         ------      ------          ------
   Total replacement cost operating profit   - $m            81            132         533             411
                                                         ======         ======      ======          ======
   Production (a)                            - kte        7,040          6,880      20,790          20,379
   Chemicals Indicator Margin (b)            - $/te         109(c)         120         113(c)          103

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

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

(b)  The   Chemicals   Indicator   Margin   (CIM)  is  a  weighted   average  of
     externally-based  product margins.  It is based on market data collected by
     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.  (c)  Provisional.  The data for the third  quarter is
     based on two months' actual and one month of provisional data.

Turnover  for the three  months and nine  months  ended  September  30, 2003 was
$3,798 million and $11,739  million  respectively,  compared with $3,720 million
and $9,946 million for the equivalent  periods in 2002. The increase in turnover
for the third quarter and nine months  reflects  higher sales volumes and prices
as well as the effect of a weaker US dollar.

Historical  cost operating  profit for the three months ended September 30, 2003
was $83  million  including  inventory  holding  gains  of $2  million;  for the
equivalent  period in 2002 there was a profit of $121  million  after  inventory
holding losses of $11 million.  Historical  cost  operating  profit for the nine
months ended  September 30, 2003 was $578 million  including  inventory  holding
gains of $45 million;  for the  equivalent  period in 2002 there was a profit of
$449 million including inventory holding gains of $38 million.

Replacement  cost  operating  profit for the three  months and nine months ended
September 30, 2003, was $81 million and $533 million respectively, compared with
$132 million and $411 million for the equivalent periods in 2002.

The  results  for  the  third  quarter  of 2003  include  a $43  million  charge
comprising a provision to cover future rental payments on surplus property and a
charge   resulting  from  a  reassessment  of  our   environmental   remediation
provisions.  The results for the third  quarter of 2002  include a $140  million
write-down of our Indonesian manufacturing assets.

The decrease in third  quarter  profits  compared with the third quarter of 2002
primarily reflects lower margins, with some offset from higher demand. Following
a stronger second quarter 2003,  petrochemicals  margins were much weaker in the
third quarter as a result of higher  feedstock  costs,  particularly  in Europe.
Similar margin pressure occurred in the first quarter.

The results for the nine months 2003 include a $43 million  charge  comprising a
provision  to cover  future  rental  payments on surplus  property  and a charge
resulting from a reassessment of our environmental remediation provisions, and a
credit of $5 million  resulting  from a  reduction  in the  provision  for costs
associated  with the closure of  polypropylene  capacity in the USA. The results
for the nine months 2002 include a $140 million asset  write-down,  costs of $46
million  related  to  major  site   restructuring  and  Solvay  and  Erdolchemie
integration  and charges of $29  million  for  restructuring  our  research  and
technology facilities.

The nine months  results were below those of a year ago. The effect of increased
volumes  and margins  was more than  offset by lower  income from  SARS-affected
businesses in Asia, several non-recurring items and portfolio rationalization.



Page 11

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

PETROCHEMICALS (concluded)

Petrochemicals  production of 7,040 thousand tonnes in the third quarter was 270
thousand  tonnes above the second  quarter,  reflecting  capacity  additions and
lower turnaround activity. Production for the first nine months was 411 thousand
tonnes  higher  than  last  year  due to  Asian  PTA and  acetic  acid  capacity
additions, the Veba acquisition and growth in market demand.

During the  quarter,  production  commenced  at a new  world-scale  high density
polyethylene plant (BP 25%), located in Cedar Bayou, Texas.



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          Nine months ended
                                                                  September 30                September 30
                                                                  (Unaudited)                 (Unaudited)
                                                               2003           2002        2003            2002
                                                             ---------------------     -----------------------
                                                                                               
   Turnover                                      - $m           138            108         378             379
   Total historical cost operating (loss)        - $m          (310)          (241)       (609)           (494)


Other  businesses and corporate  comprises  Finance,  the group's coal asset and
aluminium asset, its investments in PetroChina and Sinopec,  interest income and
costs  relating to corporate  activities.  The third quarter and nine month 2003
results  include  a  net  charge  of  $122  million  resulting  from  new  and a
reassessment of our existing environmental  remediation provisions.  The results
for the third  quarter and nine months 2002 include a $125 million  provision to
cover future rental payments on surplus leasehold office  accommodation.  During
October, BP completed the sale of its 50% interest in the Indonesian coal mining
company PT Kaltim Prima Coal to PT Bumi Resources for $250 million.

EXCEPTIONAL ITEMS



                                                          Three months ended            Nine months ended
                                                             September 30                 September 30
                                                             (Unaudited)                   (Unaudited)
                                                          2003            2002       2003                2002
                                                       -----------------------    ---------------------------

                                                                                            
   Profit (loss) on sale of fixed assets and
   businesses or termination of operations     - $m        172           1,794        846               2,061
   Taxation credit (charge)                    - $m         (4)            (25)      (207)               (146)
                                                       -------          ------     ------              ------
   Exceptional items after taxation            - $m        168           1,769        639               1,915
                                                       =======          ======     ======              ======


Exceptional items for the third quarter of 2003 principally  relate to net gains
from the sale of various upstream interests.

OUTLOOK

World  economic  activity has  strengthened  through the third  quarter.  The US
appears to have grown strongly,  in part owing to further policy stimulus.  Asia
has also  shown  robust  growth,  in  particular  in  China,  but also in Japan.
However,  OECD  industrial  production has been largely flat,  and Europe,  as a
whole,  has grown slowly,  with the exception of the UK. Further economic growth
is expected in the fourth quarter.

Crude oil prices in the third  quarter were  supported by strong crude demand on
the back of high refining margins,  the slow recovery in Iraqi exports and lower
OPEC-10 production following the quota reductions that became effective in June.
Commercial oil inventories remain below normal seasonal levels but a recovery in
US  crude  stocks  has  resulted  in  a  marked   narrowing  of  the   WTI-Brent
differential.  OPEC has  announced  a new quota cut,  effective  November 1. Oil
prices  have  risen  by  around  $5  per  barrel  since   OPEC's   September  24
announcement.  The future path of oil prices  will  depend upon the  recovery of
exports from Iraq and the degree of OPEC's production restraint.

US  natural  gas prices  softened  in the third  quarter  but  remained  high by
historical standards and above residual fuel oil parity. Gas price differentials
in the  Rockies and San Juan Basin have  narrowed  significantly  following  the
opening of the Kern River pipeline  expansion.  High prices throughout 2003 have
led to large storage  injections  through the summer. Gas in storage has reached
historical  average levels and is expected to be sufficient for the  forthcoming
winter heating season, assuming normal weather.

Refining margins have started the fourth quarter below the third quarter average
but remain above historic  average  levels,  particularly in the USA. The autumn
refinery  turnaround season is supporting margins at present but OECD commercial
product  inventories  are  recovering.  Retail margins in the third quarter were
below  the  second  quarter  levels  but  continued  to  be  relatively  strong,
especially  in western  Europe and  western  USA.  Fourth  quarter  margins  are
expected to soften further and revert to more typical levels.

Petrochemical  margins in the third quarter fell back from second quarter levels
as a result of increases in feedstock  costs  despite some recovery of demand in
Europe.  Fourth quarter  prospects  will be influenced by continued  strength in
feedstock costs.



Page 13

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

OUTLOOK (concluded)

Our capital expenditure, excluding acquisitions, was $9.4 billion for the nine
months. We now expect full year capital expenditure excluding acquisitions to be
slightly below the $14-14.5 billion range indicated previously, due to
continuous refinement of our spending programmes. As previously indicated, we
expect 2003 to be the peak of our medium term capital spending programme. As a
follow-up to the completion of the TNK-BP deal in August, we have agreed to
invest a further $1.35 billion to expand TNK-BP to include AAR's 50% interest in
Slavneft; we now expect to complete this transaction by year-end. We also expect
to make the remaining two-thirds of the $2billion of incremental payments into a
number of the Group's pension plans announced in July. We expect gearing to be
within our 25-35% target range following these events. In light of these
factors, we do not currently plan any share buy-backs during the fourth quarter.

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'  and the  statements  under
'Outlook',  with regard to hydrocarbon  production growth, the economic outlook,
trends in the trading  environment,  the timing of acquisitions and divestments,
share  repurchases,  the timing of new  projects,  oil,  gas and  petrochemicals
margins, refining margins, retail margins,  realizations on gas sales, inventory
and product stock levels,  capacity  utilization,  capital  expenditure  trends,
gearing,  working  capital,  profitability,   results  of  operations,  dividend
payments,  pension scheme funding,  long term purchase commitments and liquidity
or  financial  position  are  all  forward-looking  in  nature.  Forward-looking
statements  are also  identified  by such  phrases  as  'will',  'expects',  'is
expected to',  'should',  'may',  'is likely to',  'intends' and 'believes'.  By
their nature,  forward-looking  statements involve risk and uncertainty  because
they relate to events and depend on circumstances  that will occur in the future
and are outside the control of BP.  Actual  results may differ  materially  from
those expressed in such statements, depending on a variety of factors, including
the  specific   factors   identified  in  the  discussions   accompanying   such
forward-looking statements, future levels of industry product supply, the timing
of bringing new fields onstream, demand and pricing, exchange rate fluctuations,
operational problems,  political stability and economic growth in relevant areas
of the world, development and use of new technology,  successful partnering, the
actions of  competitors,  the actions of third party suppliers of facilities and
services, natural disasters and other changes to business conditions,  prolonged
adverse weather  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 2002 and the Annual  Report on Form 20-F
for 2002 filed with the US Securities and Exchange Commission.

2003 DIVIDENDS

On October 28, 2003, BP p.l.c.  announced a third quarterly dividend for 2003 of
6.50 cents per ordinary share of 25 cents (ordinary shares),  representing $0.39
per American  Depositary  Share (ADS) amounting to $1,438 million in total.  The
record date for qualifying US resident holders of American  Depositary Shares as
well as holders of ordinary shares is November 14, 2003, with payment to be made
on December 8, 2003.

Under the former  US-UK  Income Tax Treaty,  dividends  paid to  qualifying  ADS
holders  entitled  them to a refund of a deemed UK tax credit  equal to 1/9th of
the announced  dividend.  This credit was exactly  offset by an amount deemed by
the former  US-UK Income Tax Treaty to be a UK  withholding  tax. The net effect
for  ADS  holders  was a cash  payment  equal  to the  amount  of the  announced
dividend,  a  potential  foreign  tax  credit  equal to  1/9th of the  announced
dividend,  and a gross dividend equal to the sum of those two amounts. Under the
new US-UK Tax Treaty, this deemed tax credit is no longer available on dividends
paid to qualifying ADS shareholders, beginning with the first quarterly dividend
for 2003.

A dividend  reinvestment  facility  is  available  for  holders of ADSs  through
JPMorgan  Chase  Bank  (formerly   known  as  Morgan  Guaranty  Trust  Company).
Participants  in the dividend  reinvestment  facility  included in the US Direct
Access Plan will receive the dividend in the form of shares on December 8, 2003.


Page 14

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



                                                            Three months ended               Nine months ended
                                                               September 30                     September 30
                                                                (Unaudited)                      (Unaudited)
                                                           2003             2002            2003            2002
                                                       -------------------------        ------------------------
                                                                  ($ million, except per share amounts)

                                                                                              

Turnover - Note 2                                        61,056           49,423         181,913         130,051
Less: joint ventures                                        914              369           1,676           1,052
                                                       --------         --------        --------        --------
Group turnover                                           60,142           49,054         180,237         128,999

Cost of sales                                            52,335           43,632         156,223         111,365
Production taxes - Note 3                                   416              350           1,302             912
                                                       --------         --------        --------        --------
Gross profit                                              7,391            5,072          22,712          16,722
Distribution and administration expenses                  3,908            3,214          10,558           9,028
Exploration expense - Note 4                                136              119             349             465
                                                       --------         --------        --------        --------
                                                          3,347            1,739          11,805           7,229
Other income                                                148              151             476             423
                                                       --------         --------        --------        --------
Group operating profit                                    3,495            1,890          12,281           7,652
Share of profits of joint ventures                          300              105             522             260
Share of profits of associated undertakings                 133               67             422             456
                                                       --------         --------        --------        --------
Total operating profit                                    3,928            2,062          13,225           8,368
Profit (loss) on sale of fixed assets and
businesses                                                  172            1,794             846           2,061
or termination of operations - Note 5
                                                       --------         --------        --------        --------
Profit before interest and tax                            4,100            3,856          14,071          10,429
Interest expense - Note 6                                   213              300             624             947
                                                       --------         --------        --------        --------
Profit before taxation                                    3,887            3,556          13,447           9,482
Taxation - Note 7                                         1,450              713           5,023           3,217
                                                       --------         --------        --------        --------
Profit  after taxation                                    2,437            2,843           8,424           6,265
Minority shareholders' interest                              43                3             129              71
                                                       --------         --------        --------        --------
Profit for the period (a)                                 2,394            2,840           8,295           6,194
                                                       ========         ========        ========        ========
Earnings per ordinary share - cents (a)
     Basic                                                10.85            12.67           37.37           27.63
     Diluted                                              10.74            12.61           37.18           27.49
                                                       --------         --------        --------        --------
Earnings per American Depositary Share - cents (a)
     Basic                                                65.10            76.02          224.22          165.78
     Diluted                                              64.44            75.66          223.08          164.94
                                                     ----------       ----------      ----------      ----------

Average number of outstanding ordinary
shares (thousand)                                    22,092,365       22,408,297      22,193,403      22,412,655
                                                     ==========       ==========      ==========      ==========

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

(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 13.



Page 15

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



                                                     September 30, 2003                       December 31, 2002
                                                       (Unaudited)
                                                   --------------------                   ---------------------
                                                                           ($ million)
Fixed assets
                                                                                             
   Intangible assets                                             13,631                                  15,566
   Tangible assets                                               88,930                                  87,682
   Investments                                                   16,935                                  10,811
                                                               --------                                --------
                                                                119,496                                 114,059
Current assets
   Inventories                                      10,868                                   10,181
   Receivables                                      38,243                                   33,150
   Investments                                         404                                      215
   Cash at bank and in hand                          1,091                                    1,520
                                                  --------                                 --------
                                                    50,606                                   45,066
                                                  --------                                 --------

Current liabilities - falling due within one year
   Finance debt                                      6,811                                   10,086
   Accounts payable and accrued liabilities         41,191                                   36,215
                                                  --------                                 --------
                                                    48,002                                   46,301
                                                  --------                                 --------

Net current assets (liabilities)                                  2,604                                  (1,235)
                                                               --------                                --------
Total assets less current liabilities                           122,100                                 112,824

Noncurrent liabilities
   Finance debt                                     13,159                                   11,922
   Accounts payable and accrued liabilities          5,778                                    3,455
   Provisions for liabilities and charges
      Deferred tax                                  14,282                                   13,514
      Other                                         14,525                                   13,886
                                                  --------                                 --------
                                                                 47,744                                  42,777
                                                               --------                                --------
Net assets                                                       74,356                                  70,047
Minority shareholders' interest - equity                          1,074                                     638
                                                               --------                                --------

BP shareholders' interest (a) - Note 10                          73,282                                  69,409
                                                               ========                                ========

Represented by:
Capital shares
   Preference                                                        21                                      21
   Ordinary                                                       5,527                                   5,595
Paid-in surplus                                                   4,423                                   4,243
Merger reserve                                                   27,060                                  27,033
Retained earnings                                                36,105                                  32,344
Other reserves                                                      146                                     173
                                                               --------                                --------
                                                                 73,282                                  69,409
                                                               ========                                ========


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

(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 13.

Page 16

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



                                                              Three months ended            Nine months ended
                                                                  September 30                 September 30
                                                                  (Unaudited)                   (Unaudited)
                                                               2003           2002          2003            2002
                                                            ----------------------       -----------------------
                                                                                 ($ million)
                                                                                              
Net cash inflow from operating activities                     4,891          4,376        18,198          13,145
                                                            -------        -------       -------         -------
Dividends from joint ventures                                    39             30            80             129
                                                            -------        -------       -------         -------
Dividends from associated undertakings                           65             96           297             303
                                                            -------        -------       -------         -------
Servicing of finance and returns on investments
Interest received                                                41             63           124             168
Interest paid                                                  (163)          (218)         (816)           (869)
Dividends received                                               26              4            74              64
Dividends paid to minority shareholders                          (4)           (13)          (17)            (29)
                                                            -------        -------       -------         -------
Net cash outflow from servicing of finance
and returns on investments                                     (100)          (164)         (635)           (666)
                                                            -------        -------       -------         -------

Taxation
UK corporation tax                                             (264)          (206)         (856)           (560)
Overseas tax                                                   (539)          (455)       (2,432)         (1,473)
                                                            -------        -------       -------         -------
Tax paid                                                       (803)          (661)       (3,288)         (2,033)
                                                            -------        -------       -------         -------

Capital expenditure and financial investment
Payments for fixed assets                                    (3,063)        (2,980)       (8,700)         (8,572)
Proceeds from the sale of fixed assets                          874            488         4,843           1,744
                                                            -------        -------       -------         -------
Net cash outflow for capital expenditure and
financial investment                                         (2,189)        (2,492)       (3,857)         (6,828)
                                                            -------        -------       -------         -------

Acquisitions and disposals
Investments in associated undertakings                         (243)          (125)         (760)           (756)
Proceeds from the sale of investment in Ruhrgas                   -          2,338             -           2,338
Acquisitions, net of cash acquired                              (28)        (2,607)         (178)         (4,296)
Acquisition of investment in TNK-BP joint venture            (2,625)             -        (2,625)              -
Net investment in joint ventures                                  -            (23)          (16)           (137)
Proceeds from the sale of businesses                              -             55           179           1,670
                                                            -------        -------       -------         -------
Net cash (outflow) inflow for acquisitions
and disposals                                                (2,896)          (362)       (3,400)         (1,181)
                                                            -------        -------       -------         -------

Equity dividends paid                                        (1,433)        (1,346)       (4,216)         (3,924)
                                                            -------        -------       -------         -------

Net cash inflow (outflow)                                    (2,426)          (523)        3,179          (1,055)
                                                            =======        =======       =======         =======

Financing                                                    (1,471)          (219)        3,477            (485)
Management of liquid resources                                   76            (32)          182            (164)
Increase (decrease) in cash                                  (1,031)          (272)         (480)           (406)
                                                            -------        -------       -------         -------
                                                             (2,426)          (523)        3,179          (1,055)
                                                            =======        =======       =======         =======


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

(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 13.

Page 17

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




                                                               Three months ended           Nine months ended
                                                                   September 30                 September 30
                                                                   (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                            ----------------------      -----------------------
                                                                                 ($ million)

                                                                                             
Reconciliation of historical cost profit before interest
and tax to net cash inflow from operating activities

Profit before interest and tax                                4,100          3,856       14,071          10,429

Depreciation and amounts provided                             2,485          3,506        7,847           7,886

Exploration expenditure written off                              75             55          168             261
Share of profits of joint ventures and associated
undertakings                                                   (433)          (172)        (944)           (716)

Interest and other income                                       (72)           (62)        (220)           (243)
(Profit) loss on sale of fixed assets and businesses           (172)        (1,796)        (846)         (2,061)

Charge for provisions                                           765            332        1,171             826

Utilization of provisions                                      (278)          (392)        (822)         (1,003)

Decrease (increase) in inventories                           (1,048)          (155)        (479)         (1,458)

Decrease (increase) in debtors                                 (638)          (379)      (4,321)         (2,403)
(Decrease) increase in creditors                                107           (417)       2,573           1,627
                                                            -------        -------      -------         -------
Net cash inflow from operating activities                     4,891          4,376       18,198          13,145
                                                            =======        =======      =======         =======

Financing

Long-term borrowing                                          (1,433)          (558)      (2,656)         (3,056)

Repayments of long-term borrowing                             1,774            567        2,784           1,464

Short-term borrowing                                         (1,924)        (1,627)      (2,968)         (5,879)

Repayments of short-term borrowing                              143            704        4,430           6,414
                                                            -------        -------      -------         -------
                                                             (1,440)          (914)       1,590          (1,057)

Issue of ordinary share capital                                 (31)           (55)        (112)           (178)

Repurchase of ordinary share capital                              -            750        1,999             750
                                                            -------        -------      -------         -------
Net cash outflow (inflow) from financing                     (1,471)          (219)       3,477            (485)
                                                            =======        =======      =======         =======
---------------


(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 13.

Page 18

                           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, 2002  included in BP's Annual  Report on Form 20-F filed with
     the Securities and Exchange Commission.



                                                      Three months ended             Nine months ended
                                                         September 30                   September 30
                                                          (Unaudited)                    (Unaudited)
                                                     2003             2002          2003             2002
                                                  ------------------------       ------------------------
                                                                        ($ million)
                                                                                       
2.   Turnover
     By business
     Exploration and Production                     7,310            6,220        23,811           18,397
     Gas, Power and Renewables                     15,904            9,313        48,777           25,316
     Refining and Marketing                        40,245           35,634      118 ,629           92,393
     Petrochemicals                                 3,798            3,720        11,739            9,946
     Other businesses and corporate                   138              108           378              379
                                                  -------          -------       -------          -------
                                                   67,395           54,995       203,334          146,431
     Less: sales between businesses                 7,253            5,941        23,097           17,432
                                                  -------          -------       -------          -------
     Group excluding joint ventures                60,142           49,054       180,237          128,999
     Share of sales of joint ventures                 914              369         1,676            1,052
                                                  -------          -------       -------          -------
                                                   61,056           49,423       181,913          130,051
                                                  =======          =======       =======          =======

     By geographical area
     Group excluding joint ventures
     UK                                            12,856           12,160        41,739           35,664
     Rest of Europe                                12,181           13,460        37,409           34,798
     USA                                           31,011           22,880        88,093           57,808
     Rest of World                                 12,766            8,537        38,604           23,556
                                                  -------          -------       -------          -------
                                                   68,814           57,037       205,845          151,826
     Less: sales between areas                      8,672            7,983        25,608           22,827
                                                  -------          -------       -------          -------
                                                   60,142           49,054       180,237          128,999
                                                  =======          =======       =======          =======
3.   Production taxes
     UK petroleum revenue tax                          65               92           256              245
     Overseas production taxes                        351              258         1,046              667
                                                  -------          -------       -------          -------
                                                      416              350         1,302              912
                                                  =======          =======       =======          =======
4.   Exploration expense
     Exploration and Production
         UK                                            11               16            16               26
         Rest of Europe                                23                5            32               41
         USA                                           60               53           144              228
         Rest of World                                 42               45           157              170
                                                  -------          -------       -------          -------
                                                      136              119           349              465
                                                  =======          =======       =======          =======


Page 19

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




                                                               Three months ended            Nine months ended
                                                                   September 30                 September 30
                                                                   (Unaudited)                   (Unaudited)
                                                              2003            2002           2003           2002
                                                           -------------------------    --------------------------
                                                                                ($ million)
                                                                                                 
5.   Analysis of exceptional items
     Profit (loss) on sale of fixed assets and
     businesses or termination of operations
     Exploration and Production                                196             (25)           962            407
     Gas, Power and Renewables                                  (2)          1,585              4          1,584
     Refining and Marketing                                    (21)            262           (122)           248
     Petrochemicals                                             13              11             22           (134)
     Other businesses and corporate                            (14)            (39)           (20)           (44)
                                                            ------          ------         ------         ------
     Exceptional items before taxation                         172           1,794            846          2,061
     Taxation charge                                            (4)            (25)          (207)          (146)
                                                            ------          ------         ------         ------
     Exceptional items after taxation                          168           1,769            639          1,915
                                                            ======          ======         ======         ======

6.   Interest expense
     Group interest payable (a)                                178             250            528            778
     Capitalized                                               (53)            (27)          (130)           (67)
                                                            ------          ------         ------         ------
                                                               125             223            398            711
     Joint ventures                                             23              15             53             44
     Associated undertakings                                    11              19             33             64
     Unwinding of discount on provisions                        45              43            131            128
     Unwinding of discount on deferred consideration
     for acquisitions of investment in TNK-BP                    9               -              9              -
                                                            ------          ------         ------         ------
                                                               213             300            624            947
                                                            ======          ======         ======         ======

     (a) Includes charges relating to the
         early redemption of debt                               18               -             21              -

7.   Charge for taxation
     Current                                                 1,528             463          4,515          2,036
     Deferred (a)                                              (78)            250            508          1,181
                                                            ------          ------         ------         ------
                                                             1,450             713          5,023          3,217
                                                            ======          ======         ======         ======
     UK (a)                                                    280             235          1,178          1,070
     Overseas                                                1,170             478          3,845          2,147
                                                            ------          ------         ------         ------
                                                             1,450             713          5,023          3,217
                                                            ======          ======         ======         ======
    (a)  Includes the adjustment to the North Sea
         deferred tax balance for the supplementary
         UK corporation tax of 10%                               -               -              -            355
                                                            ------          ------         ------         ------


Page 20

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


8. Business and geographical analysis



                                                            Gas,                                  Other
                                       Exploration         Power     Refining                businesses
By business                                    and           and          and       Petro-          and
                                        Production    Renewables    Marketing    chemicals    corporate    Eliminations     Total
                                      --------------------------------------------------------------------------------------------
                                                                              ($ million)
                                                                                                      
Three months
ended September 30, 2003
Group turnover
-   third parties                            1,736        15,452       39,138        3,678          138               -    60,142
-   sales between businesses                 5,574           452        1,107          120            -          (7,253)        -
                                      --------------------------------------------------------------------------------------------
                                             7,310        15,904       40,245        3,798          138          (7,253)   60,142
                                      --------------------------------------------------------------------------------------------

Share of sales by joint ventures               675             -          129          110            -               -       914
                                      --------------------------------------------------------------------------------------------
Equity accounted income                        348            (1)          51           29            6               -       433
                                      --------------------------------------------------------------------------------------------

Total operating profit (loss)                3,520            91          544           83         (310)              -     3,928
Exceptional items                              196            (2)         (21)          13          (14)              -       172
                                      --------------------------------------------------------------------------------------------
Profit (loss) before interest
and tax                                      3,716            89          523           96         (324)              -     4,100
                                      --------------------------------------------------------------------------------------------
Capital expenditure and
acquisitions                                 8,250            58          659          182           59               -     9,208

Three months
ended September 30, 2002
Group turnover
-   third parties                            1,628         9,218       34,723        3,377          108               -    49,054
-   sales between businesses                 4,592            95          911          343            -          (5,941)        -
                                      --------------------------------------------------------------------------------------------
                                             6,220         9,313       35,634        3,720          108          (5,941)   49,054
                                      --------------------------------------------------------------------------------------------

Share of sales by joint ventures               146             -          135           88            -               -       369
                                      --------------------------------------------------------------------------------------------
Equity accounted income                        174            13           60          (88)          13               -       172
                                      --------------------------------------------------------------------------------------------

Total operating profit (loss)                1,575            59          548          121         (241)              -     2,062
Exceptional items                              (25)        1,585          262           11          (39)              -     1,794
                                      --------------------------------------------------------------------------------------------
Profit (loss) before interest
and tax                                      1,550         1,644          810          132         (280)              -     3,856
                                      --------------------------------------------------------------------------------------------
Capital expenditure and
acquisitions                                 2,240           107          605          180           48               -     3,180


Page 21

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


8. Business and geographical analysis - continued




                                                               Rest of              Rest of
By geographical area                                      UK    Europe        USA     World     Eliminations      Total
                                                     ------------------------------------------------------------------
                                                                               ($ million)

                                                                                               
Three months ended September 30, 2003
Group turnover   -third parties                        9,093     9,977     30,398    10,674                -     60,142
                 -sales between areas                  3,763     2,204        613     2,092           (8,672)         -
                                                     ------------------------------------------------------------------
                                                      12,856    12,181     31,011    12,766           (8,672)    60,142
                                                     ------------------------------------------------------------------

Share of sales by joint ventures                          40        70         57       747                -        914
                                                     ------------------------------------------------------------------
Equity accounted income                                   (2)        2         56       377                -        433
                                                     ------------------------------------------------------------------

Total operating profit (loss)                            315       513      1,343     1,757                -      3,928
Exceptional items                                        168       (66)       (38)      108                -        172
                                                     ------------------------------------------------------------------
Profit before interest and tax                           483       447      1,305     1,865                -      4,100
                                                     ------------------------------------------------------------------

Capital expenditure and acquisitions                     377       271      1,403     7,157                -      9,208

Three months ended September 30, 2002
Group turnover   -third parties                        8,316    11,095     22,770     6,873                -     49,054
                 -sales between areas                  3,844     2,365        110     1,664           (7,983)         -
                                                     ------------------------------------------------------------------
                                                      12,160    13,460     22,880     8,537           (7,983)    49,054
                                                     ------------------------------------------------------------------

Share of sales by joint ventures                           3        62         78       226                -        369
                                                     ------------------------------------------------------------------

Equity accounted income                                   (1)       27         62        84                -        172
                                                     ------------------------------------------------------------------

Total operating profit (loss)                            (88)      748        777       625                -      2,062
Exceptional items                                        (18)    1,672        161       (21)               -      1,794
                                                     ------------------------------------------------------------------
Profit before interest and tax                          (106)    2,420        938       604                -      3,856
                                                     ------------------------------------------------------------------

Capital expenditure and acquisitions                     394       353      1,389     1,044                -      3,180




Page 22

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


8. Business and geographical analysis - continued



                                                            Gas,                                  Other
                                       Exploration         Power     Refining                businesses
By business                                    and           and          and       Petro-          and
                                        Production    Renewables    Marketing    chemicals    corporate    Eliminations     Total
                                      --------------------------------------------------------------------------------------------
                                                                              ($ million)
                                                                                                      
Nine months
ended September 30, 2003
Group turnover
-   third parties                            5,892        47,321      115,303       11,343          378               -   180,237
-   sales between businesses                17,919         1,456        3,326          396            -         (23,097)        -
                                      --------------------------------------------------------------------------------------------
                                            23,811        48,777      118,629       11,739          378         (23,097)  180,237
                                      --------------------------------------------------------------------------------------------

Share of sales by joint ventures             1,024             -          341          311            -               -     1,676
                                      --------------------------------------------------------------------------------------------
Equity accounted income                        743            (4)         125           56           24               -       944
                                      --------------------------------------------------------------------------------------------

Total operating profit (loss)               11,002           343        1,911          578         (609)              -    13,225
Exceptional items                              962             4         (122)          22          (20)              -       846
                                      --------------------------------------------------------------------------------------------
Profit (loss) before interest
and tax                                     11,964           347        1,789          600         (629)              -    14,071
                                      --------------------------------------------------------------------------------------------
Capital expenditure and
acquisitions                                12,849           224        1,581          476          278               -    15,408

Nine months
ended September 30, 2002
Group turnover
-   third parties                            4,965        24,347       89,866        9,442          379               -   128,999
-   sales between businesses                13,432           969        2,527          504            -         (17,432)        -
                                      --------------------------------------------------------------------------------------------
                                            18,397        25,316       92,393        9,946          379         (17,432)  128,999
                                      --------------------------------------------------------------------------------------------

Share of sales by joint ventures               378             -          314          360            -               -     1,052
                                      --------------------------------------------------------------------------------------------
Equity accounted income                        426           105          163          (20)          42               -       716
                                      --------------------------------------------------------------------------------------------

Total operating profit (loss)                5,963           292        2,158          449         (494)              -     8,368
Exceptional items                              407         1,584          248         (134)         (44)              -     2,061
                                      --------------------------------------------------------------------------------------------
Profit (loss) before interest
and tax                                      6,370         1,876        2,406          315         (538)              -    10,429
                                      --------------------------------------------------------------------------------------------
Capital expenditure and
acquisitions                                 7,126           285        6,707          538          367               -    15,023



Page 23

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


8. Business and geographical analysis - concluded




                                                               Rest of              Rest of
By geographical area                                      UK    Europe        USA     World     Eliminations      Total
                                                     ------------------------------------------------------------------
                                                                               ($ million)

                                                                                               
Nine months ended September 30, 2003
Group turnover   -third parties                       30,298    30,673     86,530    32,736                -    180,237
                 -sales between areas                 11,441     6,736      1,563     5,868          (25,608)         -
                                                     ------------------------------------------------------------------
                                                      41,739    37,409     88,093    38,604          (25,608)   180,237
                                                     ------------------------------------------------------------------

Share of sales by joint ventures                          86       225        144     1,221                -      1,676
                                                     ------------------------------------------------------------------
Equity accounted income                                    1         4        119       820                -        944
                                                     ------------------------------------------------------------------

Total operating profit                                 1,718     1,632      5,319     4,556                -     13,225
Exceptional items                                        693       (97)      (275)      525                -        846
                                                     ------------------------------------------------------------------
Profit before interest and tax                         2,411     1,535      5,044     5,081                -     14,071
                                                     ------------------------------------------------------------------

Capital expenditure and acquisitions                   1,039       640      4,341     9,388                -     15,408

Nine months ended September 30, 2002
Group turnover   -third parties                       24,900    28,724     56,411    18,964                -    128,999
                 -sales between areas                 10,764     6,074      1,397     4,592          (22,827)         -
                                                     ------------------------------------------------------------------
                                                      35,664    34,798     57,808    23,556          (22,827)   128,999
                                                     ------------------------------------------------------------------

Share of sales by joint ventures                         107       188        181       576                -      1,052
                                                     ------------------------------------------------------------------
Equity accounted income                                   (4)      138        191       391                -        716
                                                     ------------------------------------------------------------------

Total operating profit                                 1,004     1,842      2,737     2,785                -      8,368
Exceptional items                                        (51)    1,637        534       (59)               -      2,061
                                                     ------------------------------------------------------------------
Profit before interest and tax                           953     3,479      3,271     2,726                -     10,429
                                                     ------------------------------------------------------------------

Capital expenditure and acquisitions                   1,203     6,158      4,387     3,275                -     15,023


Page 24

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



                                                               Three months ended            Nine months ended
                                                                  September 30                 September 30
                                                                  (Unaudited)                   (Unaudited)
                                                              2003            2002           2003           2002
                                                           -----------------------       -----------------------
                                                                                ($ million)
                                                                                              
9.   Analysis of changes in net debt Opening balance
     Finance debt                                           18,594          21,409         22,008         21,417
     Less:   Cash                                            2,115           1,284          1,520          1,358
             Current asset investments                         329             285            215            450
                                                           -------         -------        -------        -------
     Opening net debt                                       16,150          19,840         20,273         19,609
                                                           -------         -------        -------        -------
     Closing balance
     Finance debt                                           19,970          22,276         19,970         22,276
     Less:   Cash                                            1,091           1,005          1,091          1,005
             Current asset investments                         404             285            404            285
                                                           -------         -------        -------        -------
     Closing net debt                                       18,475          20,986         18,475         20,986
                                                           -------         -------        -------        -------
     Decrease (increase) in net debt                        (2,325)         (1,146)         1,798         (1,377)
                                                           =======         =======        =======        =======

     Movement in cash/bank overdrafts                       (1,031)           (272)          (480)          (406)
     Increase (decrease) in current asset investments           76             (32)           182           (164)
     Net cash outflow (inflow) from financing
     (excluding share capital)                              (1,440)           (914)         1,590         (1,057)
     Partnership interests exchanged for BP loan notes           -               -              -          1,135
     Debt transferred to TNK-BP                                 93               -             93              -
     Exchange of Exchangeable Bonds for
     Lukoil American Depositary Shares                           -               -            420              -
     Other movements                                           (31)             13            139             57
     Debt acquired                                             (12)              -            (12)          (999)
                                                           -------         -------        -------        -------
     Movements in net debt before exchange effects          (2,345)         (1,205)         1,932         (1,434)
     Exchange adjustments                                       20              59           (134)            57
                                                           -------         -------        -------        -------
     Decrease (increase) in net debt                        (2,325)         (1,146)         1,798         (1,377)
                                                           =======         =======        =======        =======





10.  Movement in BP shareholders' interest                                                    $ million

                                                                                            
     Balance at December 31, 2002                                                               69,409

     Profit for the period                                                                       8,295
     Distribution to shareholders                                                               (4,258)
     Currency translation differences (net of tax)                                               1,723
     Issue of ordinary share capital for employee share schemes                                    112
     Repurchase of ordinary share capital                                                       (1,999)
                                                                                               -------
     Balance at September 30, 2003                                                              73,282
                                                                                               =======



Page 25

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


11.  Earnings per share

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



                                                            Three months ended                Nine months ended
                                                               September 30                     September 30
                                                                (Unaudited)                       (Unaudited)
                                                           2003             2002             2003             2002
                                                    ----------------------------      ----------------------------
                                                                           (shares thousand)
                                                                                            
     Weighted average number of ordinary shares      22,092,365       22,408,297       22,193,403       22,412,655
     Ordinary shares issuable under employee
     share schemes and as deferred consideration
     for TNK-BP acquisition                             247,416           96,998          138,799          113,159
                                                    -----------      -----------      -----------      -----------
                                                     22,339,781       22,505,295       22,332,202       22,525,814
                                                    ===========      ===========      ===========      ===========


12.  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
     FASB Statement No. 123, `Accounting for Stock-Based Compensation', to share
     based employee compensation.



                                                               Three months ended                Nine months ended
                                                                  September 30                      September 30
                                                                   (Unaudited)                      (Unaudited)
                                                              2003             2002            2003             2002
                                                          -------------------------        -------------------------
                                                                                ($ million)
                                                                                                   
Profit for the period applicable to ordinary shares,
  as reported                                                2,394            2,840           8,295            6,194
Deduct: Total stock-based employee compensation
  expense determined under fair value based method
  for all awards, net of related tax effects                   (23)             (21)            (70)             (69)
                                                          --------         --------        --------         --------
Pro forma net income                                         2,371            2,819           8,225            6,125
                                                          ========         ========        ========         ========
                                                                                 (cents)
Earnings per ordinary share
  Basic - as reported                                        10.85            12.67           37.37            27.63
  Basic - pro forma                                          10.73            12.58           37.06            27.32

  Diluted - as reported                                      10.74            12.61           37.18            27.49
  Diluted - pro forma                                        10.61            12.52           36.83            27.19


Page 26

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

13. US generally accepted accounting principles

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

     (i)  Group consolidation

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

          Joint  ventures and associated  undertakings  are accounted for by the
          equity method. UK GAAP requires the consolidated  financial statements
          to show separately the Group  proportion of operating  profit or loss,
          exceptional items, 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,  inventory
          holding gains or losses,  interest  expense and taxation) are included
          in the income statement as a single line item.

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

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



                                                                           Three months ended September 30, 2003
                                                                                       (Unaudited)
                                                                  -----------------------------------------------------
                                                                             As                                 US GAAP
     Increase (decrease) in caption heading                            Reported    Reclassification        Presentation
                                                                  ------------------------------------------------------
                                                                                       ($ million)
                                                                                                          
     Consolidated statement of income
     Other income                                                           148                 301                 449
     Share of profits of JVs and associated undertakings                    433                (433)                  -
     Exceptional items before taxation                                      172                   -                 172
     Interest expense                                                       213                 (34)                179
     Taxation                                                             1,450                 (98)              1,352
     Profit for the period                                                2,394                   -               2,394





                                                                          Nine months ended September 30, 2003
                                                                                      (Unaudited)
                                                          --------------------------------------------------------------
                                                                             As                                 US GAAP
                                                                       Reported    Reclassification        Presentation
                                                          --------------------------------------------------------------
                                                                                   ($ million)
                                                                                                          
     Consolidated statement of income
     Other income                                                           476                 692               1,168
     Share of profits of JVs and associated undertakings                    944                (944)                  -
     Exceptional items before taxation                                      846                   -                 846
     Interest expense                                                       624                 (86)                538
     Taxation                                                             5,023                (166)              4,857
     Profit for the period                                                8,295                   -               8,295


Page 27

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


13. US generally accepted accounting principles - continued

     (i) Group consolidation (concluded)



                                                                         Three months ended September 30, 2002
                                                                                      (Unaudited)
                                                          --------------------------------------------------------------
                                                                             As                                 US GAAP
     Increase (decrease) in caption heading                            Reported    Reclassification        Presentation
                                                          --------------------------------------------------------------
                                                                                      ($ million)
                                                                                                          
     Consolidated statement of income
     Other income                                                           151                  76                 227
     Share of profits of JVs and associated undertakings                    172                (172)                  -
     Exceptional items before taxation                                    1,794                   2               1,796
     Interest expense                                                       300                 (34)                266
     Taxation                                                               713                 (63)                650
     Profit for the period                                                2,840                   -               2,840





                                                                      Nine months ended September 30, 2002
                                                                                      (Unaudited)
                                                          --------------------------------------------------------------
                                                                             As                                 US GAAP
                                                                       Reported    Reclassification        Presentation
                                                          --------------------------------------------------------------
                                                                                      ($ million)
                                                                                                          
     Consolidated statement of income
     Other income                                                          423                 421                 844
     Share of profits of JVs and associated undertakings                   716                (716)                  -
     Exceptional items before taxation                                   2,061                   -               2,061
     Interest expense                                                      947                (108)                839
     Taxation                                                            3,217                (187)              3,030
     Profit for the year                                                 6,194                   -               6,194


     (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 28

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


13.  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               Nine months ended
                                                             September 30                     September 30
         Increase (decrease) in caption heading              (Unaudited)                      (Unaudited)
                                                        2003              2002           2003              2002
                                                        ----------------------           ----------------------
                                                                             ($ million)
                                                                                                
         Cost of sales                                  (218)              380            931               670
         Taxation                                        219              (321)          (964)             (495)
         Profit for the period                            (1)              (59)            33              (175)
                                                       ======           ======         ======            ======




                                                                                      At                 At
                                                                                 September 30,      December 31,
                                                                                     2003               2002
                                                                                  (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                 6,605             7,408
         Deferred taxation                                                               6,664             7,486
         BP shareholders' interest                                                         (59)              (78)
                                                                                        ======            ======


     (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.

          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 29

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

13.  US generally accepted accounting principles - continued

     (iv) Provisions - continued

          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 nine
          months ended  September 30, 2003 was to increase  profit for the three
          month  period by $10 million and  decrease  profit for the nine months
          period by $97 million,  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               Nine months ended
                                                             September 30                     September 30
         Increase (decrease) in caption heading              (Unaudited)                      (Unaudited)
                                                        2003              2002           2003              2002
                                                        ----------------------           ----------------------
                                                                             ($ million)
                                                                                                
         Cost of sales                                    67                61            125               170
         Interest expense                                (44)              (43)          (127)             (128)
         Taxation                                        (51)               (8)           (51)              (24)
         Profit for the period before cumulative
         effect of accounting changes                     28               (10)            53               (18)
         Cumulative effect of accounting changes           -                 -          1,002                 -
         Profit for the period                            28               (10)         1,055               (18)
                                                       ======           ======         ======            ======




                                                                                      At                 At
                                                                                 September 30,      December 31,
                                                                                     2003               2002
                                                                                  (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                (683)            (1,297)
         Provisions                                                                     (525)               412
         Deferred taxation                                                               (58)              (621)
         BP shareholders' interest                                                      (100)            (1,088)
                                                                                        ======            ======



Page 30

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

13.  US generally accepted accounting principles - continued

     (iv)Provisions (concluded)

          The  following  pro forma data  summarize  the  results of  operations
          assuming SFAS 143 was applied  retroactively  with effect from January
          1, 2002 for the three and nine  months  ended  September  30, 2003 and
          2002.



                                                          Three months ended               Nine months ended
                                                             September 30                     September 30
                                                              (Unaudited)                      (Unaudited)
                                                        2003              2002           2003              2002
                                                        ----------------------           ----------------------
                                                                             ($ million)
                                                                                                
         Profit for the period applicable to ordinary
           shares as adjusted to accord with US GAAP
              As reported                              2,770             3,079          9,770             7,564
              Pro forma                                2,770             3,154          9,770             7,684

         Per ordinary share - cents
              Basic - as reported                      12.55             13.73          44.02             33.74
              Basic - pro forma                        12.55             14.07          44.02             34.28

              Diluted - as reported                    12.38             13.67          43.74             33.57
              Diluted - pro forma                      12.38             14.01          43.74             34.11

         Per American Depositary Share - cents
              Basic - as reported                      75.30             82.38         264.12            202.44
              Basic - pro forma                        75.30             84.42         264.12            205.68

              Diluted - as reported                    74.28             82.02         262.44            201.42
              Diluted - pro forma                      74.28             84.06         262.44            204.66


          The pro forma  asset  retirement  obligation  at  January  1, 2002 and
          December 31, 2002,  assuming SFAS 143 was applied  retroactively  with
          effect  from  January 1, 2002,  amounts to $3,268  million  and $3,469
          million, respectively.

     (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.



Page 31

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

13.  US generally accepted accounting principles - continued

     (v)  Sale and leaseback (concluded)

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



                                                          Three months ended               Nine months ended
                                                             September 30                     September 30
         Increase (decrease) in caption heading              (Unaudited)                      (Unaudited)
                                                        2003              2002           2003              2002
                                                        ----------------------           ----------------------
                                                                             ($ million)
                                                                                                
         Cost of sales                                   (23)              (51)          (135)              (44)
         Taxation                                          7                18             46                16
         Profit for the period                            16                33             89                28
                                                       ======           ======         ======            ======




                                                                                      At                 At
                                                                                 September 30,      December 31,
                                                                                     2003               2002
                                                                                  (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Tangible assets                                                                     -               161
         Other accounts payable and accrued liabilities                                     25                27
         Provisions                                                                          2              (117)
         Finance debt                                                                        -               413
         Deferred taxation                                                                 (10)              (56)
         BP shareholders' interest                                                         (17)             (106)
                                                                                        ======            ======


     (vi) Goodwill and intangible assets

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

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

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



                                                          Three months ended               Nine months ended
                                                             September 30                     September 30
         Increase (decrease) in caption heading              (Unaudited)                      (Unaudited)
                                                        2003              2002           2003              2002
                                                        ----------------------           ----------------------
                                                                             ($ million)
                                                                                                
         Cost of sales                                   (342)            (334)        (1,027)             (977)
         Profit for the period                            342              334          1,027               977
                                                       ======           ======         ======            ======




                                                                                      At                 At
                                                                                 September 30,      December 31,
                                                                                     2003               2002
                                                                                  (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Intangible assets                                                                 968               (84)
         BP shareholders' interest                                                         968               (84)
                                                                                        ======            ======




Page 32

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


13.  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 nine  months
          ended September 30, 2003 are shown below.



                                                   Exploration                         Other
                                                   expenditure       Goodwill    intangibles          Total
                                                 -----------------------------------------------------------
                                                                        ($ million)
                                                                                        
         Net book amount
         At January 1, 2003                             4,944          10,354            488         15,786
         Amortization expense                            (169)              -            (60)          (229)
         Other movements                                 (623)            (90)            44           (669)
                                                 -----------------------------------------------------------
         At September 30, 2003                          4,152          10,264            472         14,888
                                                 ===========================================================


          Amortization  expense relating to other  intangibles is expected to be
          in the range $100-$200 million in each of the succeeding five years.

          During  the  second  quarter  of 2003 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.

    (vii) Derivative financial instruments and hedging activities

          SFAS  133   `Accounting   for  Derivative   Instruments   and  Hedging
          Activities'  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  US  GAAP,  these  contracts  are
          marked-to-market.




Page 33

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

     13.  US generally accepted accounting principles - continued

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

          In October 2002, the FASB Emerging  Issues Task Force (EITF) reached a
          consensus  which  rescinded  EITF  Issue No.  98-10,  'Accounting  for
          Contracts  Involved in Energy Trading and Risk Management  Activities'
          (EITF  98-10).  As a result  of this  consensus,  all  energy-related,
          non-derivative  contracts (such as transportation,  storage,  tolling,
          and  requirements  contracts  that do not  meet  the  definition  of a
          derivative)  and trading  inventories  that are  accounted for at fair
          value pursuant to EITF 98-10 are no longer accounted for at fair value
          upon  application  of  the  consensus.   Rather,  such  contracts  are
          accounted for as executory contracts on an accruals basis.

          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.

          Also 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).  Under this  consensus  trading
          inventories are recorded on the balance sheet at historical  cost. The
          Group marks trading  inventories  to market at the balance sheet date.
          Thus 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               Nine months ended
                                                             September 30                     September 30
         Increase (decrease) in caption heading              (Unaudited)                      (Unaudited)
                                                        2003              2002           2003              2002
                                                        ----------------------           ----------------------
                                                                             ($ million)
                                                                                                
         Cost of sales                                    17                71           (418)             (896)
         Taxation                                         (7)              (14)           145               332
         Profit for the period before cumulative
         effect  of accounting changes                   (10)              (57)           273               564
         Cumulative effect of accounting changes           -                 -             50                 -
         Profit for the period                           (10)              (57)           323               564
                                                       ======           ======         ======            ======




                                                                                      At                 At
                                                                                 September 30,      December 31,
                                                                                     2003               2002
                                                                                  (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Inventories                                                                      (33)             (209)
         Accounts payable and accrued liabilities                                        (332)              (13)
         Deferred taxation                                                                111               (61)
         BP shareholders' interest                                                        188              (135)
                                                                                        ======            ======




Page 34

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

13.  US generally accepted accounting principles - continued

  (viii) Gain arising on asset exchange

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

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



                                                          Three months ended               Nine months ended
                                                             September 30                     September 30
         Increase (decrease) in caption heading              (Unaudited)                      (Unaudited)
                                                        2003              2002           2003              2002
                                                        ----------------------           ----------------------
                                                                             ($ million)
                                                                                                
        Cost of sales                                      6                 6             17                21
        Taxation                                          (2)               (2)            (6)               (7)
        Profit for the period                             (4)               (4)           (11)              (14)
                                                      ======            ======         ======            ======




                                                                                      At                 At
                                                                                 September 30,      December 31,
                                                                                     2003               2002
                                                                                  (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Intangibles assets                                                                155               167
         Accounts payable and accrued liabilities                                          (49)              (52)
         Deferred taxation                                                                  71                77
         BP shareholders' interest                                                         133               142
                                                                                        ======            ======


     (ix) Ordinary shares held for future awards to employees

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

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



                                                                                      At                 At
                                                                                 September 30,      December 31,
                                                                                     2003               2002
         Increase (decrease) in caption heading                                   (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Fixed assets - Investments                                                        (58)             (159)
         BP shareholders' interest                                                         (58)             (159)
                                                                                        ======            ======




Page 35

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

13.  US generally accepted accounting principles - continued

     (x)  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
                                                                                 September 30,      December 31,
                                                                                     2003               2002
         Increase (decrease) in caption heading                                   (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Other accounts payable and accrued liabilities                                 (1,438)           (1,398)
         BP shareholders' interest                                                       1,438             1,398
                                                                                        ======            ======


     (xi) 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.

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



                                                                                      At                 At
                                                                                 September 30,      December 31,
                                                                                     2003               2002
         Increase (decrease) in caption heading                                   (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Fixed assets - Investments                                                        735                52
         Deferred taxation                                                                 257                18
         BP shareholders' interest                                                         478                34
                                                                                        ======            ======


    (xii) 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 BP  shareholders'  interest to accord with US GAAP
          are summarized below.



                                                                                      At                 At
                                                                                 September 30,      December 31,
                                                                                     2003               2002
         Increase (decrease) in caption heading                                   (Unaudited)
                                                                                 -------------      ------------
                                                                                            ($ million)
                                                                                                     
         Intangible assets                                                                 137               137
         Other receivables falling due after more than one year                         (1,211)           (1,211)
         Noncurrent liabilities - accounts payable and accrued liabilities               2,459             2,459
         Deferred taxation                                                              (1,247)           (1,247)
         BP shareholders' interest                                                      (2,286)           (2,286)
                                                                                        ======            ======




Page 36

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

13.  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              Nine months ended
                                                                        September 30                   September 30
                                                                        (Unaudited)                     (Unaudited)
                                                                    2003            2002           2003             2002
                                                                    --------------------      -------------------------
                                                                                        ($ million)
                                                                                                      
     Profit as reported in the consolidated statement of income    2,394           2,840          8,295            6,194

     Adjustments:
                                                                  ------          ------         ------           ------
     Deferred taxation/business combinations (iii)                    (1)            (59)            33            (175)
     Provisions (iv)                                                  28             (10)            53             (18)
     Sale and leaseback (v)                                           16              33             89              28
     Goodwill (vi)                                                   342             334          1,027             977
     Derivative financial instruments (vii)                          (10)            (57)           273             564
     Gain arising on asset exchange (viii)                            (4)             (4)           (11)            (14)
     Other                                                             5               2             11               8
                                                                  ------          ------         ------           ------
                                                                     376             239          1,475            1,370
                                                                  ------          ------         ------           ------
     Profit for the period as adjusted to accord with US
     GAAP before cumulative effect of accounting changes           2,770           3,079          9,770            7,564
     Cumulative effect of accounting changes:
       Provisions                                                      -               -          1,002                -
       Derivative financial instruments                                -               -             50                -
                                                                  ------          ------         ------           ------
     Profit for the period as adjusted to accord with US GAAP      2,770           3,079         10,822            7,564
                                                                  ======          ======         ======           ======

     Profit for the period as adjusted:
     Per ordinary share - cents
       Basic - before cumulative effect of accounting changes      12.55           13.73          44.02            33.74
       Cumulative effect of accounting changes:
         Provisions                                                    -               -           4.51                -
         Derivative financial instruments                              -               -           0.23                -
                                                                  ------          ------         ------           ------
                                                                   12.55           13.73          48.76            33.74
                                                                  ======          ======         ======           ======
       Diluted - before cumulative effect of accounting changes    12.38           13.67          43.74            33.57
       Cumulative effect of accounting changes:
         Provisions                                                    -               -           4.49                -
         Derivative financial instruments                              -               -           0.22                -
                                                                  ------          ------         ------           ------
                                                                   12.38           13.67          48.45            33.57
                                                                  ======          ======         ======           ======
     Per American Depositary Share - cents (a)
       Basic - before cumulative effect of accounting changes      75.30           82.38         264.12           202.44
       Cumulative effect of accounting changes:
         Provisions                                                    -               -          27.06                -
         Derivative financial instruments                              -               -           1.38                -
                                                                  ------          ------         ------           ------
                                                                   75.30           82.38         292.56           202.44
                                                                  ======          ======         ======           ======
       Diluted - before cumulative effect of accounting changes    74.28           82.02         262.44           201.42
       Cumulative effect of accounting changes:
         Provisions                                                    -               -          26.94                -
         Derivative financial instruments                              -               -           1.32                -
                                                                  ------          ------         ------           ------
                                                                   74.28           82.02         290.70           201.42
                                                                  ======          ======         ======           ======




Page 37

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


13.  US generally accepted accounting principles - continued




                                                                         At
     BP shareholders' interest                                   September 30, 2003                 At
                                                                     (Unaudited)            December 31, 2002
                                                                 --------------------------------------------
                                                                                 ($ million)
                                                                                          
     BP shareholders' interest as reported
     in the consolidated balance sheet                                 73,282                    69,409
                                                                      -------                   -------
     Adjustments:
       Deferred taxation/business combinations (iii)                      (59)                      (78)
       Provisions (iv)                                                   (100)                   (1,088)
       Sale and leaseback (v)                                             (17)                     (106)
       Goodwill (vi)                                                      968                       (84)
       Derivative financial instruments (vii)                             188                      (135)
       Gain arising on asset exchange (viii)                              133                       142
       Ordinary shares held for future awards to employees (ix)           (58)                     (159)
       Dividends (x)                                                    1,438                     1,398
       Investments (xi)                                                   478                        34
       Additional minimum pension liability (xii)                      (2,286)                   (2,286)
       Other                                                              (44)                      (48)
                                                                      -------                    -------
                                                                          641                    (2,410)
                                                                      -------                    -------
     BP shareholders' interest as adjusted
     to accord with US GAAP                                            73,923                    66,999
                                                                      =======                    =======


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

     (a)  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              Nine months ended
                                                                        September 30                   September 30
                                                                        (Unaudited)                     (Unaudited)
                                                                    2003            2002           2003             2002
                                                                    --------------------      -------------------------
                                                                                        ($ million)
                                                                                                      
         Profit for the period as adjusted to
           accord with US GAAP                                     2,770           3,079         10,822            7,564
         Currency translation differences                            230             279          1,723            1,864
         Net unrealized gain (loss) on investments                   144             (69)           444              112
         Additional minimum pension liability                          -               -              -                -
                                                                  ------          ------         ------           ------
         Comprehensive income                                      3,144           3,289         12,989            9,540
                                                                  ======          ======         ======           ======


     Accumulated other  comprehensive  income at September 30, 2003 and December
     31,  2002  comprised   losses  of  $1,542   million  and  $3,709   million,
     respectively.




Page 38

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


13.  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 39

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


13.  US generally accepted accounting principles - continued

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



                                                                    Three months ended              Nine months ended
                                                                        September 30                   September 30
                                                                        (Unaudited)                     (Unaudited)
                                                                    2003            2002           2003             2002
                                                                    --------------------      -------------------------
                                                                                        ($ million)
                                                                                                      
     Operating activities
     Profit after taxation                                         2,437           2,843          8,424            6,265
     Adjustments to reconcile profits after tax to
     net cash provided by operating activities
     Depreciation and amounts provided                             2,485           3,506          7,847            7,886
     Exploration expenditure written off                              75              55            168              261
     Share of profits of joint ventures and associated
     undertakings less dividends received                           (197)             51           (315)              11
     (Profit) loss on sale of businesses and fixed assets           (172)         (1,796)          (846)          (2,061)
     Working capital movement (a)                                   (873)         (1,002)        (1,241)          (2,323)
     Deferred taxation                                               (78)            250            508            1,181
     Other                                                           472            (191)           254             (247)
                                                                  ------          ------         ------           ------
     Net cash provided by operating activities                     4,149           3,716         14,799           10,973
                                                                  ------          ------         ------           ------

     Investing activities
     Capital expenditures                                         (3,116)         (3,007)        (8,830)         (8,639)
     Acquisitions, net of cash acquired                           (2,653)         (2,607)        (2,803)         (4,296)
     Investment in associated undertakings                          (243)           (125)          (760)           (756)
     Net investment in joint ventures                                  -             (23)           (16)           (137)
     Proceeds from disposal of assets                                874           2,881          5,022           5,752
                                                                  ------          ------         ------           ------
     Net cash used in investing activities                        (5,138)         (2,881)        (7,387)         (8,076)
                                                                  ------          ------         ------           ------

     Financing activities
     Net proceeds from shares issued (repurchased)                    31            (695)        (1,887)            (572)
     Proceeds from long-term financing                             1,433             558          2,656            3,056
     Repayments of long-term financing                            (1,774)           (567)        (2,784)          (1,464)
     Net increase (decrease) in short-term debt                    1,781             923         (1,462)            (535)
     Dividends paid   -    BP Shareholders                        (1,433)         (1,346)        (4,216)          (3,924)
                      -    Minority shareholders                      (4)            (13)           (17)             (29)
                                                                  ------          ------         ------           ------
     Net cash provided by financing activities                        34          (1,140)        (7,710)          (3,468)
                                                                  ------          ------         ------           ------
     Currency translation differences relating to cash
     and cash equivalents                                              6              26             58               53
                                                                  ------          ------         ------           ------
     Decrease in cash and cash equivalents                          (949)           (279)          (240)            (518)
     Cash and cash equivalents at beginning of period              2,444           1,569          1,735            1,808
                                                                  ------          ------         ------           ------
     Cash and cash equivalents at end of period                    1,495           1,290          1,495            1,290
                                                                  ======          ======         ======           ======

     (a)  Working capital:
     Inventories (increase) decrease                              (1,048)           (155)          (479)          (1,458)
     Receivables (increase) decrease                                (656)           (345)        (4,368)          (2,479)
     Current liabilities - excluding finance debt
     increase (decrease)                                             831            (502)         3,606            1,614
                                                                  ------          ------         ------           ------
                                                                    (873)         (1,002)        (1,241)          (2,323)
                                                                  ======          ======         ======           ======




Page 40

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

13.  US generally accepted accounting principles - continued

     Impact of new US accounting standards

     Guarantees:  In November 2002, the FASB issued FASB  Interpretation  No. 45
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including  Indirect  Guarantees of Indebtedness of Others"  (Interpretation
     45).  Interpretation 45 elaborates on existing disclosure  requirements for
     guarantees and clarifies that a guarantor is required to recognize,  at the
     inception of a guarantee,  a liability for the fair value of the obligation
     undertaken  in  issuing  the  guarantee.   The  initial   recognition   and
     measurement provisions of Interpretation 45 apply on a prospective basis to
     guarantees issued or modified after December 31, 2002.

     Consolidation:  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.  Interpretation 46 applies to variable interest entities
     created or acquired after January 31, 2003. For variable  interest entities
     existing at January 31, 2003, Interpretation 46 is effective for accounting
     periods ending after December 15, 2003.

     The Company is  currently  carrying  out the  analysis  necessary  to adopt
     Interpretation 46 in the fourth quarter of 2003 for existing entities.  The
     Company does not expect that the adoption of  Interpretation 46 will have a
     significant  effect on profit,  as adjusted  to accord with US GAAP,  or BP
     shareholders' interest, as adjusted to accord with US GAAP.

     The Company  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. At September 30, 2003  consolidation of these
     entities would result in an increase in tangible assets and finance debt of
     approximately $150 million. 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.

     Financial  instruments:  In  April  2003,  the  FASB  issued  Statement  of
     Financial  Accounting  Standards  No. 149  "Amendment  of Statement  133 on
     Derivative  Instruments and Hedging Activities" (SFAS 149). SFAS 149 amends
     and  clarifies  the  financial   accounting  and  reporting  of  derivative
     instruments  and  hedging  activities  under SFAS 133.  SFAS 149 applies to
     contracts  entered  into or  modified  after  June 30,  2003,  and  hedging
     relationships designated after June 30, 2003.

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
     No. 150 "Accounting for Certain Financial  Instruments with Characteristics
     of both Liabilities and Equity" (SFAS 150). SFAS 150 establishes  standards
     for  classifying  and measuring  certain  financial  instruments  that have
     characteristics  of both  liabilities  and  equity.  SFAS  150  applies  to
     instruments  entered into or modified after May 31, 2003.  For  instruments
     existing at May 31, 2003,  SFAS 150 is  effective  for  accounting  periods
     beginning after June 15, 2003.

     The adoption of SFAS 149 and SFAS 150 did not have a significant  effect on
     profit,  as adjusted to accord with US GAAP, or BP shareholders'  interest,
     as adjusted to accord with US GAAP.

     Tangible assets:  The Securities and Exchange  Commission has 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).  The FASB,  along with other
     accounting  and  reporting  issues  impacting  extractive  industries,   is
     currently considering whether additional guidance is necessary.

     In  accordance  with  Group  accounting   practice,   exploration   license
     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 September 30, 2003,  exploration  license  acquisition
     costs  included  in  the  Group's   tangible   fixed  assets   amounted  to
     approximately $1.1 billion, net of accumulated depletion.




Page 41

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


13.  US generally accepted accounting principles - concluded

     Impact of new UK accounting standards

     Retirement  benefits:  In December 2000, the UK Accounting  Standards Board
     issued Financial Reporting Standard No. 17 `Retirement  Benefits' (FRS 17).
     This standard 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.  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.

     In November 2002, the UK Accounting  Standards Board issued an amendment to
     FRS 17, which defers full adoption until January 1, 2005.

     Impact of International accounting standards

     In June 2002, the European Union Council of Ministers  adopted a Regulation
     which would require the Group to prepare its primary consolidated financial
     statements in accordance  with  International  Accounting  Standards  (IAS)
     beginning January 1, 2005, with restatement of prior periods presented. IAS
     differ in several  respects from UK and US GAAP.  In addition,  significant
     revisions to IAS are currently being  contemplated  and other revisions may
     be  adopted  prior to January 1,  2005.  The Group has not  determined  the
     effects of adopting IAS.

14.  TNK-BP operational and financial information
                                                                  29 August -
                                                                 30 September
                                                                         2003
     Production (Net of Royalties) (BP share)
     Crude oil (mb/d)                                                     654
     Natural gas (mmcf/d)                                                 239
     Total hydrocarbons (mboe/d) (a)                                      695
                                                                =============

     Income statement (BP share)                                    $ million
     Total operating profit                                               158
     Profit (loss) on sale of fixed assets and businesses                   -
     Interest expense                                                     (13)
     Taxation                                                             (30)
     Minority shareholders' interest                                       (1)
                                                                -------------
     Net income                                                           114
                                                                =============
     ---------------

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

15.  Condensed consolidating information

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

     BP p.l.c. fully and  unconditionally  guarantees the payment obligations of
     its 100% owned  subsidiary BP  Exploration  (Alaska) Inc. under the Prudhoe
     Bay Royalty Trust.

     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 42

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


15.  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 September 30, 2003

Turnover                                             784             -            61,056                  (784)    61,056

Less: Joint ventures                                   -             -               914                     -        914
                                            -----------------------------------------------------------------------------

Group turnover                                       784             -            60,142                  (784)    60,142

Cost of sales                                        378             -            52,817                  (860)    52,335

Production taxes                                      58             -               358                     -        416
                                            -----------------------------------------------------------------------------

Gross profit                                         348             -             6,967                    76      7,391

Distribution and administration expenses               3            38             3,867                     -      3,908

Exploration expense                                    8             -               129                    (1)       136
                                            -----------------------------------------------------------------------------

                                                     337           (38)            2,971                    77      3,347

Other income                                           5           112               204                  (173)       148
                                            -----------------------------------------------------------------------------

Group operating profit                               342            74             3,175                   (96)     3,495

Share of profits of joint ventures                     -             -               300                     -        300

Share of profits of associated undertakings            -             -               133                     -        133

Equity accounted income of subsidiaries               64         3,908                 -                (3,972)         -
                                            -----------------------------------------------------------------------------

Total operating profit                               406         3,982             3,608                (4,068)     3,928

Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -           184               172                  (184)       172
                                            -----------------------------------------------------------------------------

Profit before interest and tax                       406         4,166             3,780                (4,252)     4,100

Interest expense                                      69           310               261                  (427)       213
                                            -----------------------------------------------------------------------------

Profit before taxation                               337         3,856             3,519                (3,825)     3,887

Taxation                                             216         1,450             1,248                (1,464)     1,450
                                            -----------------------------------------------------------------------------

Profit after taxation                                121         2,406             2,271                (2,361)     2,437

Minority shareholders' interest                        -             -                43                     -         43
                                            -----------------------------------------------------------------------------

Profit for the period                                121         2,406             2,228                (2,361)     2,394
                                            =============================================================================






Page 43

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


15.  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 September 30, 2003

Profit as reported                                   121         2,406             2,228                (2,361)     2,394

Adjustments:

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

   Provisions                                        (20)           28                47                   (27)        28

   Sale and leaseback                                  -            16                16                   (16)        16

   Goodwill                                            -           342               342                  (342)       342

   Derivative financial instruments                    8           (10)              (10)                    2        (10)

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

   Other                                               -             5                 5                    (5)         5
                                            -----------------------------------------------------------------------------
Profit for the period as adjusted to
  accord with US GAAP                                106         2,782             2,626                (2,744)     2,770
                                            =============================================================================






Page 44

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


15.  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)
                                                                                                  

Nine months ended September 30, 2003

Turnover                                           2,414             -           181,913                (2,414)   181,913

Less: Joint ventures                                   -             -             1,676                     -      1,676
                                            -----------------------------------------------------------------------------

Group turnover                                     2,414             -           180,237                (2,414)   180,237

Cost of sales                                      1,107             -           157,753                (2,637)   156,223

Production taxes                                     184             -             1,118                     -      1,302
                                            -----------------------------------------------------------------------------

Gross profit                                       1,123             -            21,366                   223     22,712

Distribution and administration expenses               3            77            10,478                     -     10,558

Exploration expense                                   16             -               334                    (1)       349
                                            -----------------------------------------------------------------------------

                                                   1,104           (77)           10,554                   224     11,805

Other income                                          16           494               506                  (540)       476
                                            -----------------------------------------------------------------------------

Group operating profit                             1,120           417            11,060                  (316)    12,281

Share of profits of joint ventures                     -             -               522                     -        522

Share of profits of associated undertakings            -             -               422                     -        422

Equity accounted income of subsidiaries              292        12,996                 -               (13,288)         -
                                            -----------------------------------------------------------------------------

Total operating profit                             1,412        13,413            12,004               (13,604)    13,225

Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -           860               846                  (860)       846
                                            -----------------------------------------------------------------------------

Profit before interest and tax                     1,412        14,273            12,850               (14,464)    14,071

Interest expense                                     207           941               785                (1,309)       624
                                            -----------------------------------------------------------------------------

Profit before taxation                             1,205        13,332            12,065               (13,155)    13,447

Taxation                                             605         5,023             4,507                (5,112)     5,023
                                            -----------------------------------------------------------------------------

Profit after taxation                                600         8,309             7,558                (8,043)     8,424

Minority shareholders' interest                        -             -               129                     -        129
                                            -----------------------------------------------------------------------------

Profit for the period                                600         8,309             7,429                (8,043)     8,295
                                            =============================================================================





Page 45

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


15.  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)
                                                                                                  
Nine months ended September 30, 2003

Profit as reported                                   600         8,309             7,429                (8,043)     8,295

Adjustments:

   Deferred taxation/business combinations            (9)           33                42                   (33)        33

   Provisions                                        (25)           53                73                   (48)        53

   Sale and leaseback                                  -            89                89                   (89)        89

   Goodwill                                            -         1,027             1,027                (1,027)     1,027

   Derivative financial instruments                    8           273               273                  (281)       273

   Gain arising on asset exchange                      -           (11)              (11)                   11        (11)

   Other                                               -            11                11                   (11)        11
                                            -----------------------------------------------------------------------------
Profit for the period before cumulative
  effect of accounting changes as adjusted
  to accord with US GAAP                             574         9,784             8,933                (9,521)     9,770

   Cumulative effect of accounting changes:

   Provisions                                        214         1,002               788                (1,002)     1,002

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

Profit for the period as adjusted to
  accord with US GAAP                                788        10,836             9,771               (10,573)    10,822
                                            =============================================================================





Page 46

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

15.  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 September 30, 2002

Turnover                                             635             -            49,423                  (635)    49,423

Less: Joint ventures                                   -             -               369                     -        369
                                            -----------------------------------------------------------------------------

Group turnover                                       635             -            49,054                  (635)    49,054

Cost of sales                                        427             -            43,854                  (646)    43,635

Production taxes                                      49             -               301                     -        350
                                            -----------------------------------------------------------------------------

Gross profit                                         159             -             4,899                    11      5,069

Distribution and administration expenses               -            77             3,137                     -      3,214

Exploration expense                                    3             -               116                     -        119
                                            -----------------------------------------------------------------------------

                                                     156           (77)            1,646                    11      1,736

Other income                                           5           192                92                  (138)       151
                                            -----------------------------------------------------------------------------

Group operating profit                               161           115             1,738                  (127)     1,887

Share of profits of joint ventures                     -             -               104                     -        104

Share of profits of associated undertakings            -             -                71                     -         71

Equity accounted income of subsidiaries               49         2,066                 -                (2,115)         -
                                            -----------------------------------------------------------------------------

Total operating profit                               210         2,181             1,913                (2,242)     2,062

Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -         1,794             1,769                (1,769)     1,794
                                            -----------------------------------------------------------------------------

Profit before interest and tax                       210         3,975             3,682                (4,011)     3,856

Interest expense                                      23           427               416                  (566)       300
                                            -----------------------------------------------------------------------------

Profit before taxation                               187         3,548             3,266                (3,445)     3,556

Taxation                                              55           713               666                  (721)       713
                                            -----------------------------------------------------------------------------

Profit after taxation                                132         2,835             2,600                (2,724)     2,843

Minority shareholders' interest                        -             -                 3                     -          3
                                            -----------------------------------------------------------------------------

Profit for the period                                132         2,835             2,597                (2,724)     2,840
                                            =============================================================================





Page 47

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

15.  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 September 30, 2002

Profit as reported                                   132         2,835             2,597                (2,724)     2,840

Adjustments:

   Deferred taxation/business combinations           (32)          (59)              (39)                   71        (59)

   Provisions                                         10           (10)              (20)                   10        (10)

   Sale and leaseback                                  -            33                33                   (33)        33

   Goodwill                                            -           334               334                  (334)       334

   Derivative financial instruments                    -           (57)              (57)                   57        (57)

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

   Other                                               -             2                 2                    (2)         2
                                            -----------------------------------------------------------------------------
Profit for the period as adjusted to
  accord with US GAAP                                110         3,074             2,846                (2,951)     3,079
                                            =============================================================================






Page 48

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


15.  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)
                                                                                                  

Nine months ended September 30, 2002

Turnover                                           1,729             -           129,987                (1,665)   130,051

Less: Joint ventures                                   -             -             1,052                     -      1,052
                                            -----------------------------------------------------------------------------

Group turnover                                     1,729             -           128,935                (1,665)   128,999

Cost of sales                                      1,047             -           112,013                (1,695)   111,365

Production taxes                                     146             -               766                     -        912
                                            -----------------------------------------------------------------------------

Gross profit                                         536             -            16,156                    30     16,722

Distribution and administration expenses               -           403             8,625                     -      9,028

Exploration expense                                   16             -               449                     -        465
                                            -----------------------------------------------------------------------------

                                                     520          (403)            7,082                    30      7,229

Other income                                          26           500               254                  (357)       423
                                            -----------------------------------------------------------------------------

Group operating profit                               546            97             7,336                  (327)     7,652

Share of profits of joint ventures                     -             -               263                     -        263

Share of profits of associated undertakings            -             -               453                     -        453

Equity accounted income of subsidiaries              154         8,504                 -                (8,681)         -
                                            -----------------------------------------------------------------------------

Total operating profit                               700         8,601             8,052                (9,008)     8,368

Profit (loss) on sale of fixed assets
  and businesses or termination of operations          -         2,898             2,873                (3,710)     2,061
                                            -----------------------------------------------------------------------------

Profit before interest and tax                       700        11,499            10,925               (12,718)    10,429

Interest expense                                      63         1,274             1,176                (1,566)       947
                                            -----------------------------------------------------------------------------

Profit before taxation                               637        10,225             9,749               (11,152)     9,482

Taxation                                             232         3,217             3,018                (3,250)     3,217
                                            -----------------------------------------------------------------------------

Profit after taxation                                405         7,008             6,731                (7,902)     6,265

Minority shareholders' interest                        -             -                71                     -         71
                                            -----------------------------------------------------------------------------

Profit for the period                                405         7,008             6,660                (7,902)     6,194
                                            =============================================================================





Page 49

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


15.  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)
                                                                                                  

Nine months ended September 30, 2002

Profit as reported                                   405         7,008             6,660                (7,902)     6,194

Adjustments:

   Deferred taxation/business combinations           (97)         (175)             (113)                  210       (175)

   Provisions                                          9           (18)              (27)                   18        (18)

   Sale and leaseback                                  -            28                28                   (28)        28

   Goodwill                                            -           977               977                  (977)       977

   Derivative financial instruments                    -           564               564                  (564)       564

   Gain arising on asset exchange                      -           (14)              (14)                   14        (14)

   Other                                               -             8                 8                    (8)         8
                                            -----------------------------------------------------------------------------
Profit for the period as adjusted to
  accord with US GAAP                                317         8,378             8,083                (9,237)     7,564
                                            =============================================================================







Page 50

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


15.  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 September 30, 2003

Fixed assets

Intangible assets                                    421             -            13,210                     -     13,631

Tangible assets                                    6,298             -            82,632                     -     88,930

Investments

   Subsidiaries - equity accounted basis           2,710        81,649                 -               (84,359)         -

   Other                                               -            60            16,875                     -     16,935
                                            -----------------------------------------------------------------------------

                                                   2,710        81,709            16,875               (84,359)    16,935
                                            -----------------------------------------------------------------------------

Total fixed assets                                 9,429        81,709           112,717               (84,359)   119,496
                                            -----------------------------------------------------------------------------

Current assets

Inventories                                           78             -            10,790                     -     10,868

Receivables                                       20,580        26,497            36,465               (45,299)    38,243

Investments                                            -             -               404                     -        404

Cash at bank and in hand                              (3)           (5)            1,099                     -      1,091
                                            -----------------------------------------------------------------------------

                                                  20,655        26,492            48,758               (45,299)    50,606
                                            -----------------------------------------------------------------------------

Current liabilities - falling due within
  one year

Finance debt                                       9,786             -             6,756                (9,731)     6,811

Accounts payable and accrued liabilities           1,155         8,583            38,936                (7,483)    41,191
                                            -----------------------------------------------------------------------------

Net current assets (liabilities)                   9,714        17,909             3,066               (28,085)     2,604
                                            -----------------------------------------------------------------------------

Total assets less current liabilities             19,143        99,618           115,783              (112,444)   122,100

Noncurrent liabilities

Finance debt                                           -             -            13,159                     -     13,159

Accounts payable and accrued liabilities           4,404            48            29,411               (28,085)     5,778

Provisions for liabilities and charges

Deferred taxation                                  1,726             -            12,556                     -     14,282

Other provisions                                     467           146            13,912                     -     14,525
                                            -----------------------------------------------------------------------------

Net assets                                        12,546        99,424            46,745               (84,359)    74,356

Minority shareholders' interest - equity               -            -              1,074                     -      1,074
                                            -----------------------------------------------------------------------------

BP shareholders' interest                         12,546        99,424            45,671               (84,359)    73,282
                                            =============================================================================





Page 51

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


15. 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 September 30, 2003

Capital and reserves

Capital shares                                      1,903         5,548                -                (1,903)     5,548

Paid-in surplus                                     3,146         4,423                -                (3,146)     4,423

Merger reserve                                          -        26,363              697                     -     27,060

Other reserves                                          -           146                -                     -        146

Retained earnings                                   7,497        62,944           44,974               (79,310)    36,105
                                            -----------------------------------------------------------------------------

                                                   12,546        99,424           45,671               (84,359)    73,282
                                            =============================================================================



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                12,546        99,424            45,671               (84,359)    73,282

Adjustments:

   Deferred taxation/business combinations            65           (59)             (124)                   59        (59)

   Provisions                                         25          (100)             (125)                  100       (100)

   Sale and leaseback                                  -           (17)              (17)                   17        (17)

   Goodwill                                            -           968               968                  (968)       968

   Derivative financial instruments                  (58)          188               188                  (130)       188

   Gain arising on asset exchange                      -           133               133                  (133)       133

   Ordinary shares held for future
   awards to employees                                 -           (58)                -                     -        (58)

   Dividends                                           -         1,438                 -                     -      1,438

   Investments                                         -           478               478                  (478)       478

   Additional minimum pension liability                -        (2,286)           (2,286)                2,286     (2,286)

   Other                                               -           (44)              (44)                   44        (44)
                                            -----------------------------------------------------------------------------
Shareholders' interest as adjusted
  to accord with US GAAP                          12,578       100,065            44,842               (83,562)    73,923
                                            =============================================================================





Page 52

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


15.  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, 2002

Fixed assets

Intangible assets                                    427             -            15,139                     -     15,566

Tangible assets                                    6,405             -            81,277                     -     87,682

Investments

   Subsidiaries - equity accounted basis           2,561        91,939                 -               (94,500)         -

   Other                                               -           162            10,649                     -     10,811
                                            -----------------------------------------------------------------------------

                                                   2,561        92,101            10,649               (94,500)    10,811
                                            -----------------------------------------------------------------------------

Total fixed assets                                 9,393        92,101           107,065               (94,500)   114,059
                                            -----------------------------------------------------------------------------

Current assets

Inventories                                          102             -            10,079                     -     10,181

Receivables                                       18,169        13,581            51,022               (49,622)    33,150

Investments                                            -             -               215                     -        215

Cash at bank and in hand                             (11)            1             1,530                     -      1,520
                                            -----------------------------------------------------------------------------

                                                  18,260        13,582            62,846               (49,622)    45,066
                                            -----------------------------------------------------------------------------

Current liabilities - falling due within
  one year

Finance debt                                       1,768             -            10,031                (1,713)    10,086

Accounts payable and accrued liabilities           1,129         9,906            35,369               (10,189)    36,215
                                            -----------------------------------------------------------------------------

Net current assets (liabilities)                  15,363         3,676            17,446               (37,720)    (1,235)
                                            -----------------------------------------------------------------------------

Total assets less current liabilities             24,756        95,777           124,511              (132,220)   112,824

Noncurrent liabilities

Finance debt                                           -             -            11,922                     -     11,922

Accounts payable and accrued liabilities          10,586            98            30,491               (37,720)     3,455

Provisions for liabilities and charges

Deferred taxation                                  1,686             -            11,828                     -     13,514

Other provisions                                     489           142            13,255                     -     13,886
                                            -----------------------------------------------------------------------------

Net assets                                        11,995        95,537            57,015               (94,500)    70,047

Minority shareholders' interest - equity               -             -               638                     -        638
                                            -----------------------------------------------------------------------------

BP shareholders' interest                         11,995        95,537            56,377               (94,500)    69,409
                                            =============================================================================





Page 53

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


15.  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, 2002

Capital and reserves

Capital shares                                     1,903         5,616                 -                (1,903)     5,616

Paid-in surplus                                    3,145         4,243                 -                (3,145)     4,243

Merger reserve                                         -        26,336               697                     -     27,033

Other reserves                                         -           173                 -                     -        173

Retained earnings                                  6,947        59,169            55,680               (89,452)    32,344
                                            -----------------------------------------------------------------------------

                                                  11,995        95,537            56,377               (94,500)    69,409
                                            =============================================================================



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                11,995        95,537            56,377               (94,500)    69,409

Adjustments:

   Deferred taxation/business combinations            74           (78)             (152)                   78        (78)

   Provisions                                       (190)       (1,088)             (902)                1,092     (1,088)

   Sale and leaseback                                  -          (106)             (106)                  106       (106)

   Goodwill                                            -           (84)              (84)                   84        (84)

   Derivative financial instruments                  (50)         (135)             (135)                  185       (135)

   Gain arising on asset exchange                      -           142               142                  (142)       142

   Ordinary shares held for future
   awards to employees                                 -          (159)                -                     -       (159)

   Dividends                                           -         1,398                 -                     -      1,398

   Investments                                         -            34                34                   (34)        34

   Additional minimum pension liability                -        (2,286)           (2,286)                2,286     (2,286)

   Other                                               -           (48)              (48)                   48        (48)
                                            -----------------------------------------------------------------------------
Shareholders' interest as adjusted
  to accord with US GAAP                          11,829        93,127            52,840               (90,797)    66,999
                                            =============================================================================






Page 54

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

15.  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 September 30, 2003

Net cash inflow (outflow) from
  operating activities                               447          (589)            5,021                    12      4,891

Dividends from joint ventures                          -             -                39                     -         39

Dividends from associated undertakings                 -             -                65                     -         65

Dividends from subsidiaries                            8         4,568                 -                (4,576)         -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                 (35)           53              (118)                    -       (100)

Tax paid                                             (40)            -              (763)                    -       (803)

Net cash inflow (outflow) for capital
  expenditure and financial investment               (92)       (2,665)              568                     -     (2,189)

Net cash inflow (outflow) for acquisitions
  and disposals                                        1            12            (2,897)                  (12)    (2,896)

Equity dividends paid                                  -        (1,433)           (4,576)                4,576     (1,433)
                                            -----------------------------------------------------------------------------

Net cash inflow (outflow)                            289           (54)           (2,661)                    -     (2,426)
                                            =============================================================================

Financing                                            281           (31)           (1,721)                    -     (1,471)

Management of liquid resources                         -             -                76                     -         76

Increase (decrease) in cash                            8           (23)           (1,016)                    -     (1,031)
                                            -----------------------------------------------------------------------------

                                                     289           (54)           (2,661)                    -     (2,426)
                                            =============================================================================


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                               416         4,032             4,244                (4,543)     4,149

Net cash provided by (used in)
  investing activities                               (92)       (2,653)           (2,329)                  (64)    (5,138)

Net cash provided by (used in)
  financing activities                              (316)       (1,402)           (2,855)                4,607         34

Currency translation differences relating to
  cash and cash equivalents                            -             -                 6                     -          6
                                            -----------------------------------------------------------------------------

Increase (decrease) in cash and cash
  equivalents                                          8           (23)             (934)                    -       (949)

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

Cash and cash equivalents at end
  of period                                           (3)           (5)            1,503                     -      1,495
                                            =============================================================================





Page 55

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


15. 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 September 30, 2002

Net cash inflow (outflow) from
  operating activities                               340         1,955             2,081                     -      4,376

Dividends from joint ventures                          -             -                30                     -         30

Dividends from associated undertakings                 -             -                96                     -         96

Dividends from subsidiaries                           11             -                 -                   (11)         -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                   -            63              (227)                    -       (164)

Tax paid                                             (29)           (1)             (631)                    -       (661)

Net cash inflow (outflow) for capital
  expenditure and financial investment              (139)           25            (2,378)                    -     (2,492)

Net cash inflow (outflow) for acquisitions
  and disposals                                        -             -              (362)                    -       (362)

Equity dividends paid                                  -        (1,346)              (11)                   11     (1,346)
                                            -----------------------------------------------------------------------------

Net cash inflow (outflow)                            183           696            (1,402)                    -       (523)
                                            =============================================================================

Financing                                            188           695            (1,102)                    -       (219)

Management of liquid resources                         -             -               (32)                    -        (32)

Increase (decrease) in cash                           (5)            1              (268)                    -       (272)
                                            -----------------------------------------------------------------------------

                                                     183           696            (1,402)                    -       (523)
                                            =============================================================================


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                               322         2,017             1,348                    29      3,716

Net cash provided by (used in)
  investing activities                              (139)           25            (2,740)                  (27)    (2,881)

Net cash provided by (used in)
  financing activities                              (188)       (2,041)            1,091                    (2)    (1,140)

Currency translation differences relating to
  cash and cash equivalents                            -             -                26                     -         26
                                            -----------------------------------------------------------------------------

Increase (decrease) in cash and cash
  equivalents                                         (5)            1              (275)                    -       (279)

Cash and cash equivalents at beginning
  of period                                           (6)            2             1,573                     -      1,569
                                            -----------------------------------------------------------------------------

Cash and cash equivalents at end
  of period                                          (11)            3             1,298                     -      1,290
                                            =============================================================================





page 56

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

15.  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)
                                                                                                  
Nine months ended September 30, 2003

Net cash inflow (outflow) from
  operating activities                             1,337       (14,131)           30,978                    14     18,198

Dividends from joint ventures                          -             -                80                     -         80

Dividends from associated undertakings                 -             -               297                     -        297

Dividends from subsidiaries                           18        22,701                 -               (22,719)         -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                 (57)          123              (701)                    -       (635)

Tax paid                                             (87)           (3)           (3,198)                    -     (3,288)

Net cash inflow (outflow) for capital
  expenditure and financial investment              (304)       (2,607)             (946)                    -     (3,857)

Net cash inflow (outflow) for acquisitions
  and disposals                                       10            14            (3,410)                  (14)    (3,400)

Equity dividends paid                                  -        (4,216)          (22,719)               22,719     (4,216)
                                            -----------------------------------------------------------------------------

Net cash inflow (outflow)                            917         1,881               381                     -      3,179
                                            =============================================================================

Financing                                            909         1,887               681                     -      3,477

Management of liquid resources                         -             -               182                     -        182

Increase (decrease) in cash                            8            (6)             (482)                    -       (480)
                                            -----------------------------------------------------------------------------

                                                     917         1,881               381                     -      3,179
                                            =============================================================================


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                             1,278         8,691            27,456               (22,626)    14,799

Net cash provided by (used in)
  investing activities                              (304)       (2,593)           (4,356)                 (134)    (7,387)

Net cash provided by (used in)
  financing activities                              (966)       (6,104)          (23,400)               22,760     (7,710)

Currency translation differences relating to
  cash and cash equivalents                            -             -                58                     -         58
                                            -----------------------------------------------------------------------------

Increase (decrease) in cash and cash
  equivalents                                          8            (6)             (242)                    -       (240)

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

Cash and cash equivalents at end
  of period                                           (3)           (5)            1,503                     -      1,495
                                            =============================================================================




Page 57

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

15.  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)
                                                                                                  
Nine months ended September 30, 2002

Net cash inflow (outflow) from
  operating activities                              934           3,440             7,908                  863     13,145

Dividends from joint ventures                         -               -               129                    -        129

Dividends from associated undertakings                -               -               303                    -        303

Dividends from subsidiaries                          26               -                 -                  (26)         -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                  -             189              (855)                   -       (666)

Tax paid                                            (75)             (2)           (1,956)                   -     (2,033)

Net cash inflow (outflow) for capital
  expenditure and financial investment             (427)              7            (6,408)                   -     (6,828)

Net cash inflow (outflow) for acquisitions
  and disposals                                       -             863            (1,181)                (863)    (1,181)

Equity dividends paid                                 -          (3,924)              (26)                  26     (3,924)
                                            -----------------------------------------------------------------------------

Net cash inflow (outflow)                            458           573             (2,086)                   -     (1,055)
                                            =============================================================================

Financing                                            440           573             (1,498)                   -       (485)

Management of liquid resources                         -             -               (164)                   -       (164)

Increase (decrease) in cash                           18             -               (424)                   -       (406)
                                            -----------------------------------------------------------------------------

                                                     458           573             (2,086)                   -     (1,055)
                                            =============================================================================


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                               885         3,627             5,543                   918     10,973

Net cash provided by (used in)
  investing activities                              (427)          871            (7,604)                 (916)    (8,076)

Net cash provided by (used in)
  financing activities                              (440)       (4,498)            1,472                    (2)    (3,468)

Currency translation differences relating to
  cash and cash equivalents                            -             -                53                     -         53
                                            -----------------------------------------------------------------------------

Increase (decrease) in cash and cash
  equivalents                                         18             -              (536)                    -       (518)

Cash and cash equivalents at beginning
  of period                                          (29)            3             1,834                     -      1,808
                                            -----------------------------------------------------------------------------

Cash and cash equivalents at end
  of period                                          (11)            3             1,298                     -      1,290
                                            =============================================================================




Page 58

                           BP p.l.c. AND SUBSIDIARIES
                            ENVIRONMENTAL INDICATORS




                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2003           2002         2003            2002
                                                           -------------------------    -------------------------

                                                                                             
Average crude oil realizations - $/bbl
     UK                                                       27.68          26.78        28.33           24.22
     USA                                                      28.61          25.86        29.19           23.15
     Rest of World                                            26.30          25.13        26.69           22.36
     BP average                                               27.72          26.01        28.25           23.35

Average natural gas liquids realizations - $/bbl
     UK                                                       22.62          15.30        20.09           14.43
     USA                                                      18.37          12.59        18.15           11.62
     Rest of World                                            21.76          13.75        21.65           13.07
     BP average                                               19.39          13.15        18.96           12.23

Average liquids realizations (a) - $/bbl
     UK                                                       27.34          26.26        27.83           23.74
     USA                                                      26.90          22.94        27.34           20.71
     Rest of World                                            25.98          24.43        26.35           21.81
     BP average                                               26.79          24.40        27.24           21.99

Average natural gas realizations - $/mcf
     UK                                                        2.69           2.58         2.99            2.75
     USA                                                       4.14           2.34         4.66            2.41
     Rest of World                                             2.31           1.99         2.51            1.99
     BP average                                                3.05           2.25         3.46            2.32

Total hydrocarbons - $/boe
     UK                                                       22.71          22.41        23.62           20.94
     USA                                                      25.63          18.73        27.21           17.68
     Rest of World                                            19.27          18.13        20.29           16.93
     BP average                                               22.58          19.27        23.88           18.17

Average oil marker prices - $/bbl
     Brent oil price                                          28.38          26.91        28.64           24.40
     West Texas Intermediate oil price                        30.19          28.26        31.08           25.40
     Alaska North Slope US West Coast                         28.83          27.26        29.69           24.06

Henry Hub gas price (b) ($/mmbtu)                              4.97           3.16         5.65            2.94
UK Gas - National Balancing point (p/therm)                   15.08          12.74        17.92           14.53

Global Indicator Refining Margins (c) - $/bbl
     Northwest Europe                                          2.47           1.28         2.77            0.66
     US Gulf Coast                                             5.61           1.82         5.11            2.16
     Midwest                                                   6.39           3.27         5.09            3.03
     US West Coast                                             9.04           3.54         7.39            4.47
     Singapore                                                 1.27           0.47         1.63            0.28
     BP average                                                4.59           1.98         4.13            1.90

Chemicals Indicator Margin (d) - $/te                           109 (e)        120          113 (e)         103




Page 59

                           BP p.l.c. AND SUBSIDIARIES
                            ENVIRONMENTAL INDICATORS



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

(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 third 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           Nine months ended
                                                      September 30                 September 30
US dollar/sterling exchange rates                     (Unaudited)                  (Unaudited)
                                                   2003           2002         2003            2002
                                                   -------------------         --------------------
                                                                                  
Average rate for the period                        1.61           1.55         1.61            1.48
Period-end rate                                    1.66           1.55         1.66            1.55





Page 60

                           BP p.l.c. AND SUBSIDIARIES
                              OPERATING INFORMATION




                                                               Three months ended           Nine months ended
                                                                  September 30                 September 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                            ----------------------      -----------------------

                                                                                                

Crude oil production
(thousand barrels per day)(net of royalties)
     UK                                                         312            395          359             436
     Rest of Europe                                              74            101           81             100
     USA                                                        558            561          578             584
     Rest of World                                              908            679          780             646
                                                             ------         ------       ------          ------
Total crude oil production                                    1,852          1,736        1,798           1,766
                                                             ======         ======       ======          ======

Natural gas liquids production
(thousand barrels per day) (net of royalties)
     UK                                                          23             19           24              23
     Rest of Europe                                               5              6            5               6
     USA                                                        141            193          150             184
     Rest of World                                               33             29           32              29
                                                             ------         ------       ------          ------
Total natural gas liquids production                            202            247          211             242
                                                             ======         ======       ======          ======

Liquids production (a)
(thousand barrels per day) (net of royalties)
     UK                                                         335            414          383             459
     Rest of Europe                                              79            107           86             106
     USA                                                        699            754          728             768
     Rest of World                                              941            708          812             675
                                                             ------         ------       ------          ------
Total liquids production                                      2,054          1,983        2,009           2,008
                                                             ======         ======       ======          ======

Natural gas production (million cubic feet per day)
(net of royalties)
     UK                                                       1,267          1,240        1,489           1,488
     Rest of Europe                                              98            131          111             150
     USA                                                      3,005          3,450        3,194           3,525
     Rest of World                                            4,031          3,661        3,823           3,468
                                                             ------         ------       ------          ------
Total natural gas production                                  8,401          8,482        8,617           8,631
                                                             ======         ======       ======          ======

Total production (b)
(thousand barrels of oil equivalent per day)
(net of royalties)
     UK                                                         553            628          640             715
     Rest of Europe                                              96            130          105             132
     USA                                                      1,217          1,349        1,279           1,376
     Rest of World                                            1,636          1,338        1,471           1,273
                                                             ------         ------       ------          ------
Total production                                              3,502          3,445        3,495           3,496
                                                             ======         ======       ======          ======


Page 61

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




                                                               Three months ended           Nine months ended
                                                                  September 30                 September 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                            ----------------------      -----------------------

                                                                                              
Natural gas sales volumes (million cubic feet per day)
     UK                                                       2,174          1,809        2,653           2,256
     Rest of Europe                                             362            353          418             385
     USA                                                     11,808          9,332       11,328           8,841
     Rest of World                                           11,133          9,556       11,173           9,155
                                                            -------        -------      -------         -------
Total natural gas sales volumes (c)                          25,477         21,050       25,572          20,637
                                                            =======        =======      =======         =======

NGL sales volumes (thousand barrels per day)
     UK                                                           -              -            -               -
     Rest of Europe                                               -              -            -               -
     USA                                                        188            178          150             173
     Rest of World                                              163            185          173             204
                                                            -------        -------      -------         -------
Total NGL sales volumes                                         351            363          323             377
                                                            =======        =======      =======         =======

Oil sales volumes (thousand barrels per day)
Refined products
     UK                                                         270            258          276             248
     Rest of Europe                                           1,293          1,604        1,323           1,441
     USA                                                      1,828          1,874        1,800           1,874
     Rest of World                                              657            613          636             578
                                                            -------        -------      -------         -------
     Total marketing sales                                    4,048          4,322        4,035           4,141
     Trading/supply sales                                     2,647          2,589        2,805           2,489
                                                            -------        -------      -------         -------
     Total refined product sales                              6,695          6,911        6,840           6,630
Crude oil                                                     5,316          3,648        5,175           4,458
                                                            -------        -------      -------         -------
Total oil sales                                              12,011         10,559       12,015          11,088
                                                            =======        =======      =======         =======

Refinery throughputs (thousand barrels per day)
     UK                                                         405            394          399             387
     Rest of Europe                                             909            956          951             905
     USA                                                      1,406          1,455        1,391           1,438
     Rest of World                                              366            349          383             354
                                                            -------        -------      -------         -------
Total throughput                                              3,086          3,154        3,124           3,084
                                                            =======        =======      =======         =======

Petrochemicals production (thousand tonnes)
     UK                                                         771            858        2,354           2,523
     Rest of Europe                                           2,724          2,669        8,168           7,847
     USA                                                      2,563          2,570        7,602           7,754
     Rest of World                                              982            783        2,666           2,255
                                                            -------        -------      -------         -------
Total production                                              7,040          6,880       20,790          20,379
                                                            =======        =======      =======         =======


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

(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 62

                           BP p.l.c. AND SUBSIDIARIES
                     Total replacement cost operating profit




                                                               Three months ended           Nine months ended
                                                                  September 30                 September 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                            ----------------------      -----------------------
                                                                               ($ million)
                                                                                              
By business
Exploration and Production
UK                                                              582            185        2,189           1,561
Rest of Europe                                                  124            213          458             537
USA                                                           1,368            661        4,614           1,754
Rest of World                                                 1,446            513        3,738           2,106
                                                             ------         ------       ------          ------
                                                              3,520          1,572       10,999           5,958
                                                             ------         ------       ------          ------
Gas, Power and Renewables
UK                                                               13            (66)          34             (63)
Rest of Europe                                                  (12)            17          (26)             99
USA                                                              54             28          175              16
Rest of World                                                    43             78          212             230
                                                             ------         ------       ------          ------
                                                                 98             57          395             282
                                                             ------         ------       ------          ------
Refining and Marketing
UK                                                             (119)          (158)        (124)           (343)
Rest of Europe                                                  325            236        1,085             624
USA                                                              51             55          471             255
Rest of World                                                   198            104          543             372
                                                             ------         ------       ------          ------
                                                                455            237        1,975             908
                                                             ------         ------       ------          ------
Petrochemicals
UK                                                              (63)             6          (72)            (35)
Rest of Europe                                                   54            161          341             272
USA                                                              47             54          154             161
Rest of World                                                    43            (89)         110              13
                                                             ------         ------       ------          ------
                                                                 81            132          533             411
                                                             ------         ------       ------          ------

Other businesses and corporate                                 (310)          (241)        (609)           (494)
                                                             ------         ------       ------          ------
                                                              3,844          1,757       13,293           7,065
                                                             ======         ======       ======          ======
By geographical area
UK                                                              314           (131)       1,730             903
Rest of Europe                                                  494            620        1,852           1,532
USA                                                           1,295            672        5,040           1,933
Rest of World                                                 1,741            596        4,671           2,697
                                                             ------         ------       ------          ------
                                                              3,844          1,757       13,293           7,065
                                                             ======         ======       ======          ======


Page 63

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



                                                               Three months ended           Nine months ended
                                                                  September 30                 September 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                            ----------------------      -----------------------
                                                                               ($ million)
By business

                                                                                                
Exploration and Production
     UK                                                         182            270          598             778
     Rest of Europe                                              80             61          204             189
     USA                                                        989            980        2,964           3,224
     Rest of World (a)                                        6,999            929        9,083           2,935
                                                             ------         ------       ------          ------
                                                              8,250          2,240       12,849           7,126
                                                             ------         ------       ------          ------
Gas, Power and Renewables
     UK                                                          15              7           47              28
     Rest of Europe (b)                                           6             29           30             120
     USA                                                         18             52          104             100
     Rest of World                                               19             19           43              37
                                                             ------         ------       ------          ------
                                                                 58            107          224             285
                                                             ------         ------       ------          ------
Refining and Marketing
     UK                                                          89             56          228             232
     Rest of Europe (c)                                         169            198          337           5,486
     USA                                                        322            298          886             861
     Rest of World                                               79             53          130             128
                                                             ------         ------       ------          ------
                                                                659            605        1,581           6,707
                                                             ------         ------       ------          ------
Petrochemicals
     UK                                                          51             30           81              55
     Rest of Europe                                              16             58           68             163
     USA                                                         55             49          196             146
     Rest of World                                               60             43          131             174
                                                             ------         ------       ------          ------
                                                               182            180          476             538
                                                             ------         ------       ------          ------

Other businesses and corporate (d)                               59             48          278             367
                                                             ------         ------       ------          ------
                                                              9,208          3,180       15,408          15,023
                                                             ======         ======       ======          ======
By geographical area
     UK                                                         377            394        1,039           1,203
     Rest of Europe                                             271            353          640           6,158
     USA                                                      1,403          1,389        4,341           4,387
     Rest of World                                            7,157          1,044        9,388           3,275
                                                             ------         ------       ------          ------
                                                              9,208          3,180       15,408          15,023
                                                             ======         ======       ======          ======


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

(a)  Third  quarter and nine months 2003  included the  investment in the TNK-BP
     joint venture.  Nine months 2002 included the  acquisition of an additional
     interest in Sidanco.

(b)  Nine months 2002 included the acquisition of a 5% stake in Enagas.

(c)  Nine months 2002 included the acquisition of 100% of Veba.

(d)  Nine months 2002  included  the  acquisition  of the  minority  interest in
     Veba's upstream oil and gas assets.

Page 64

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




                                                               Three months ended           Nine months ended
                                                                  September 30                 September 30
                                                                  (Unaudited)                  (Unaudited)
                                                               2003           2002         2003            2002
                                                            ----------------------      -----------------------
                                                                               ($ million)
                                                                                              
Historical cost profit for the period                         2,394          2,840        8,295           6,194
Interest (a)                                                     82            145          259             462
Minority shareholders' interest                                  43              3          129              71
                                                             ------         ------       ------          ------
Adjusted historical cost profit                               2,519          2,988        8,683           6,727
Inventory holding (gains) losses                                (84)          (305)          68          (1,303)
Exceptional items, net of tax                                  (168)        (1,769)        (639)         (1,915)
                                                             ------         ------       ------          ------
Adjusted replacement cost profit                              2,267            914        8,112           3,509
                                                             ======         ======       ======          ======
Capital employed at beginning of period:
     BP shareholders' interest                               72,065         67,586       69,409          65,161
     Minority shareholders' interest                          1,016            540          638             598
     Finance debt                                            18,594         21,409       22,008          21,417
                                                             ------         ------       ------          ------
     Capital employed                                        91,675         89,535       92,055          87,176
                                                             ======         ======       ======          ======
Capital employed at end of period:
     BP shareholders' interest                               73,282         68,670       73,282          68,670
     Minority shareholders' interest                          1,074            533        1,074             533
     Finance debt                                            19,970         22,276       19,970          22,276
                                                             ------         ------       ------          ------
     Capital employed                                        94,326         91,479       94,326          91,479
                                                             ======         ======       ======          ======

                                                             93,001         90,507       93,191          89,328
Average capital employed
                                                             ======         ======       ======          ======
ROACE - historical cost basis                                 10.8%          13.2%        12.4%           10.0%
ROACE - replacement cost basis                                 9.8%           4.0%        11.6%            5.2%


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

(a)  Excludes interest on joint venture and associated undertakings debt as well
     as  unwinding  of discount on  provisions  and effect of change in discount
     rate on  provisions,  and is on a post-tax  basis,  using a deemed tax rate
     equal to the US statutory tax rate.

Page 65

                           BP p.l.c. AND SUBSIDIARIES
             RECONCILIATION OF HISTORICAL COST OPERATING PROFIT AND
                        REPLACEMENT COST OPERATING PROFIT




                                                                                                    Other
                                       Exploration    Gas, Power   Refining                    businesses
                                               and           and        and                           and
                                        Production    Renewables  Marketing   Petrochemicals    corporate       Total
                                       ------------------------------------------------------------------------------



Year ended December 31, 2002

                                                                                             
Total operating profit                       9,209           405      1,921              541         (701)     11,375

Inventory holding (gains) losses                (3)          (51)    (1,049)             (26)           -      (1,129)
                                       ------------------------------------------------------------------------------

Total replacement cost
  operating profit                           9,206           354        872              515         (701)     10,246
                                       ==============================================================================


Year ended December 31, 2001

Total operating profit                      12,355           407      1,990             (102)        (523)     14,127

Inventory holding (gains) losses                 6            81      1,583              230            -       1,900
                                       ------------------------------------------------------------------------------

Total replacement cost
  operating profit                          12,361           488      3,573              128         (523)     16,027
                                       ==============================================================================


Year ended December 31, 2000

Total operating profit                      13,976           543      4,106              853       (1,071)     18,407

Inventory holding (gains) losses                (4)          (11)      (620)             (93)           -        (728)
                                       ------------------------------------------------------------------------------

Total replacement cost
  operating profit                          13,972           532      3,486              760       (1,071)     17,679
                                       ==============================================================================


Page 66

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




                                                           At September 30
                                                             (Unaudited)        At December 31
                                                                  2003                 2002
                                                              --------             --------
                                                                       ($ million)
                                                                               
Net debt ratio - net debt: net debt + equity
Gross finance debt                                              19,970               22,008
Cash and current asset investments                               1,495                1,735
                                                              --------             --------
Net debt                                                        18,475               20,273
                                                              --------             --------
Equity                                                          74,356               70,047
Net debt ratio                                                      20%                  22%
                                                              ========             ========







Page 67




                                   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: October 31, 2003                /s/ D. J. Pearl
                                       .........................................
                                       D. J. PEARL
                                       Deputy Company Secretary