Unassociated Document
As filed with the U.S. Securities and Exchange Commission on December 5, 2013
Registration No.  333-144817

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
 
BP p.l.c.
(Exact name of issuer of deposited securities as specified in its charter)

n/a
(Translation of issuer's name into English)

England and Wales
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, Floor 58 , New York, NY, 10005-1401
Telephone (800) 990-1135
 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________

The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
     x immediately upon filing
      oon (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing six ordinary shares of BP p.l.c.
n/a
n/a
n/a
n/a
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Second Amended and Restated  Deposit Agreement filed as Exhibit  (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(1)
Name and address of Depositary
  
Introductory paragraph and bottom of face of American Depositary Receipt
       
(2)
Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
       
 
Terms of Deposit:
    
         
 
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
         
 
(ii)
Procedure for voting, if any, the deposited securities
  
Paragraph (14)
         
 
(iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (8) and (12)
         
 
(iv)
Transmission of notices, reports and proxy soliciting material
  
Paragraphs (11) and (16)
         
 
(v)
Sale or exercise of rights
  
Paragraphs (4), (8) and (12)
         
 
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (3), (8), (12) and (15)
         
 
(vii)
Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (20) and (21)
 
 
(viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
  
Paragraph (16)
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2), (4), and (5)
         
 
(x)
Limitation upon the liability of the Depositary
  
Paragraph ( 19 )
         
(3)
Fees and Charges
  
Paragraph (8)
 
Item 2.  AVAILABLE INFORMATION
 
Item Number and Caption
  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(b)
 
Statement that BP p.l.c. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the U.S. Securities and Exchange Commission (the “Commission”), and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
 
Paragraph (11)
 
  
 
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement dated as of November   , 2013 among BP p.l.c., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement "), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Previously filed.
 
 
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e ).
 
 
(f)
Power of Attorney.  Not applicable.
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
SIGNATURE
 

 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on December 5, 2013 .
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares, each representing six ordinary shares of BP p.l.c.
 
     
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
       
 
By:
/s/  Gregory A. Levendis  
  Name:  Gregory A. Levendis  
  Title: Executive Director  
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, BP p.l.c. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on December 5, 2013 .
 
  BP P.L.C.  
       
 
By:
/s/ David Jackson  
  Name:  David Jackson  
  Title: Company Secretary  
       
 
 
 
 
 
Under the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on December 5, 2013 , in the capacities indicated.
 
SIGNATURES
 
Signature
 
  
 
Title
 
   
 
/s/ Carl-Henric Svanberg
  
 
Non-Executive Chairman
Carl-Henric Svanberg
   
     
     
/s/ Bob Dudley
 
Executive Director, Group Chief Executive
Bob Dudley
 
(Principal Executive Officer)
     
     
/s/ Iain Conn
 
Chief Executive Officer, Executive Director
Iain Conn
   
     
     
/s/ Paul Anderson
 
Non- Executive Director
Paul Anderson
   
     
     
/s/ Admiral Frank Bowman
 
Non- Executive Director
Admiral Frank Bowman
   
     
     
/s/ Antony Burgmans , KBE
 
Non-Executive Director
Antony Burgmans , KBE
   
     
     
/s/ Cynthia Carroll
 
Non-Executive Director
Cynthia Carroll
    
     
     
/s/ George David
 
Non-Executive Director
George David
   
     
     
/s/ Ian Davis                                       
  
Non-Executive Director
Ian Davis
    
     
     
/s/ Professor Dame Ann Dowling
 
Non-Executive Director
Professor Dame Ann Dowling
   
     
 
 
 
 
 
     
/s/ Brendan Nelson                            
 
Non-Executive Director
Brendan Nelson
   
     
     
/s/ Dr. Brian Gilvary
 
Executive Director
Dr. Brian Gilvary
 
(Principal Financial and Accounting Officer)
     
     
/s/ Phuthuma Nhleko
 
Non-Executive Director
Phuthuma Nhleko
   
     
     
/s/ Andrew Shilston
 
Non-Executive Director
Andrew Shilston
   
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of BP p.l.c., has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Chicago , Illinois, on December 5, 2013.
 
 
Authorized U.S. Representative
  
       
 
By:
/s/ Jane E. Klewin  
   
Name: Jane E. Klewin
 
       
       
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit
Number
  
(a )
Form of Second Amended and Restated Deposit Agreement.
(e)
Rule 466 Certification