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, 2002


                                    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  PROSPECTUS  INCLUDED IN THE
REGISTRATION  STATEMENT  ON FORM S-8  (FILE  NO.  33-21868)  OF BP  p.l.c.,  THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  S-8  (FILE  NO.
333-9020) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON
FORM S-8 (FILE NO.  333-9798)  OF BP  p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE
REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.  333-79399)  OF BP  p.l.c.,  THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  S-8  (FILE  NO.
333-34968) OF BP p.l.c., THE PROSPECTUS  INCLUDED IN THE REGISTRATION  STATEMENT
ON FORM S-8 (FILE NO.  333-67206) OF BP p.l.c.,  AND THE PROSPECTUS  INCLUDED IN
THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-74414) OF BP p.l.c., AND TO
BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT
NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Page 1

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

GROUP RESULTS JANUARY - SEPTEMBER 2002



                                                                         Three months ended               Nine months ended
                                                                            September 30                    September 30
                                                                             (Unaudited)                     (Unaudited)
                                                                        2002            2001            2002            2001
                                                                   -------------------------    ----------------------------
                                                                                           ($ million)
                                                                                                         
Turnover                                                              49,054          43,580         128,999         137,401
                                                                    ========        ========        ========        ========

Reconciliation of historical cost and pro forma results
Historical cost profit for the period                                  2,835           1,588           6,171           7,159
Inventory holding (gains) losses (a)                                    (305)            405          (1,278)            603
                                                                    --------        --------        --------        --------
Replacement cost profit for the period (b)                             2,530           1,993           4,893           7,762
Exceptional items, net of tax                                         (1,769)            (57)         (1,915)           (177)
                                                                    --------        --------        --------        --------
Replacement cost profit before exceptional items                         761           1,936           2,978           7,585
Special items, net of tax (c)                                            556              79           1,027             222
Acquisition amortization (d)                                             977             630           2,052           1,981
                                                                    --------        --------        --------        --------
Pro forma result adjusted for special items                            2,294           2,645           6,057           9,788
                                                                    ========        ========        ========        ========

Per Ordinary Share - cents
     Historical cost profit                                            12.65            7.09           27.53           31.89
     Replacement cost profit before exceptional items                   3.39            8.63           13.28           33.78
     Pro forma result adjusted for special items                       10.24           11.80           27.02           43.60
Dividends per Ordinary Share - cents                                    6.00            5.50           17.75           16.25


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

(a)  Net of minority shareholders' interest.

(b)  Replacement cost is not a UK or US GAAP measure. For further information on
     why management  believes  replacement cost profit is a relevant measure see
     Note 6 of Notes to Consolidated Financial Statements.

(c)  The special items refer to  non-recurring  charges and credits as described
     in the text below.

(d)  Depreciation  and  amortization  relating  to the fixed  asset  revaluation
     adjustments  and  goodwill  consequent  upon the ARCO  and  Burmah  Castrol
     acquisitions in 2000.

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

The third quarter trading  environment was similar to a year ago for Exploration
and Production but less  favourable for Refining and Marketing.  The nine months
trading  environment was significantly  less favourable than a year ago for both
businesses.

Turnover  for the three  months and nine  months  ended  September  30, 2002 was
$49,054 million and $128,999 million respectively, compared with $43,580 million
and $137,401  million for 2001.  The increase in turnover for the third  quarter
primarily reflects volume increases in Refining and Marketing and Chemicals as a
result of acquisitions and improved site reliability.  Compared with a year ago,
lower oil and gas  prices in the nine  months  more than  offset  the  effect of
volume increases.

Replacement  cost profit  before  exceptional  items (which  excludes  inventory
holding gains and losses) was $761 million for the three months ended  September
30, 2002,  compared with $1,936 million for the  equivalent  period of 2001. For
the nine months ended  September 30, 2002,  the  replacement  cost profit before
exceptional items was $2,978 million compared with $7,585 million in 2001.

Page 2




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

Owing to the  significant  acquisitions  that took place in 2000, in addition to
its reported  results,  BP presents pro forma results adjusted for special items
in order to enable  shareholders to assess current performance in the context of
BP's past performance and against that of its competitors. The pro forma result,
adjusted for special items, for the three months and nine months ended September
30,  2002 was $2,294  million and $6,057  million  respectively,  compared  with
$2,645  million  and $9,788  million in the prior  year.  The pro forma  result,
adjusted for special items,  has been derived from the Group's  reported UK GAAP
accounting  information but is not in itself a recognized UK or US GAAP measure.
The pro  forma  result is  replacement  cost  profit  before  exceptional  items
excluding   acquisition   amortization.   Acquisition   amortization  refers  to
depreciation   relating  to  the  fixed  asset   revaluation   adjustments   and
amortization   of  goodwill   consequent   upon  the  ARCO  and  Burmah  Castrol
acquisitions in 2000. A tabular breakdown of the  reconciliation of pro forma to
reported results on a replacement cost basis is provided on pages 5 and 6.

Acquisition  amortization  for the three months and nine months ended  September
30, 2002 was $977 million  (including $405 million  accelerated  depreciation of
the  revaluation  adjustment in respect of the impairment of former ARCO assets)
and $2,052 million, respectively,  compared with $630 million and $1,981 million
for the equivalent periods of 2001.

Special items refer to non-recurring  charges and credits.  For the three months
ended September 30, 2002,  special items were $1,081 million ($556 million after
tax), and comprised  impairment  charges and restructuring  costs in Exploration
and Production,  an impairment charge in Gas, Power and Renewables,  integration
and certain  other costs in Refining  and  Marketing,  an  impairment  charge in
Chemicals,  and a provision to cover future rental payments on surplus leasehold
office accommodation in Other Businesses and Corporate. For the third quarter of
2001,  special  items were $120  million  ($79  million  after tax),  comprising
Castrol  integration  costs,  Erdolchemie   rationalization  costs  and  a  bond
redemption  charge.  Special items for the nine months ended  September 30, 2002
were $1,285 million  ($1,027 million after tax) compared with $282 million ($222
million  after tax) in 2001.  The special items for the nine months of both 2002
and 2001 are  comprised of the same  elements as those in the  respective  third
quarter periods. In addition,  the nine months of 2002 includes litigation costs
in Exploration  and  Production,  business  interruption  insurance  proceeds in
Refining  and  Marketing,   Solvay  and   Erdolchemie   integration   costs  and
restructuring  charges in Chemicals  and an adjustment to the North Sea deferred
tax balance for the  supplementary  UK corporation  tax. The nine months of 2001
also  includes  rationalization  costs  in the  European  downstream  commercial
business.

Underlying  performance  improvements  were $0.8 billion before tax for the nine
months of 2002.  Performance  improvements  have been  impacted  by weaker  than
expected  production.  The total for the year is  expected to be in the range of
$1.2-$1.4 billion.  Underlying performance improvements include cost savings and
volume  growth,  and  represent  increases in pre-tax  results  under  mid-cycle
operating conditions,  adjusted for acquisition  amortization and special items.
Mid-cycle  operating  conditions  reflect not only  adjustments  to  hydrocarbon
prices and margins, but also costs and capacity utilization,  to levels which we
would expect on average over the long term.

Hydrocarbon  production  increased  by around 4% and 3% in the  quarter and nine
months respectively.  Full year hydrocarbon  production growth is expected to be
about 3%.

The  historical  cost profit for the three months ended  September  30, 2002 was
$2,835  million  including  inventory  holding  gains  of $305  million  and net
exceptional gains of $1,794 million ($1,769 million after tax) in respect of net
profits on the sale of fixed assets and businesses or termination of operations.
For the equivalent  period of 2001 there was a profit of $1,588  million,  after
inventory  holding losses of $405 million and including net exceptional gains of
$184 million  ($57  million  after tax) in respect of net profits on the sale of
fixed assets and businesses or termination of operations.

For the nine months ended  September 30, 2002,  the  historical  cost profit was
$6,171  million,  including  inventory  holding  gains of $1,278  million net of
minority  shareholders'  interest and net  exceptional  gains of $2,061  million
($1,915 million after tax) in respect of net profits on the sale of fixed assets
and businesses or termination of operations. For the nine months ended September
30, 2001, the historical cost profit was $7,159 million, after inventory holding
losses of $603 million and including net exceptional gains of $573 million ($177
million  after tax) in respect  of net  profits on the sale of fixed  assets and
businesses or termination of operations.

Performance  of  operating   segments  is  evaluated  by  management   based  on
replacement cost operating profit or loss.  Segment results are presented in the
tables on pages 5 and 6 and discussed in the following pages on this basis.

Interest  expense for the three months and nine months ended  September 30, 2002
was $300  million and $947  million  respectively,  compared  with $369  million
(including $2 million bond redemption charges) and $1,256 million (including $62
million bond  redemption  charges) in 2001  reflecting  lower interest rates for
both periods in 2002.

Page 3

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

Net taxation, other than production taxes, charged for the three months and nine
months  ended   September   30,  2002  was  $713  million  and  $3,217   million
respectively,  compared with $1,540 million and $5,664 million in the equivalent
period last year. The tax charge in respect of exceptional items was $25 million
compared with $127 million for the third quarter of 2001. The effective tax rate
on replacement cost profit before exceptional items was 47% and 50% respectively
for the three months and nine months ended September 30, 2002, compared with 42%
and 41% for the equivalent  periods of 2001. The third quarter rate reflects the
higher acquisition  amortization charge in 2002, partly offset by the higher tax
relief on asset  impairment  charges and related  restructuring.  The nine month
rate also reflects higher  acquisition  amortization  (and its rateably greater
effect on lower pre-tax  income in 2002),  together with the $355 million charge
in the second  quarter to increase the North Sea deferred tax  provision for the
supplementary UK tax rate.

Capital  expenditure  and  acquisitions  in the third  quarter  of 2002 was $3.2
billion,  compared with $3.4 billion for the equivalent  period in 2001. For the
nine months ended September 30, 2002,  capital  expenditure and acquisitions was
$15.0 billion, including $5.0 billion for the Veba purchase,  compared with $9.7
billion in 2001. There were no significant  acquisitions in the third quarter of
2002. Excluding  acquisitions,  capital expenditure for the nine months 2002 was
$9.3  billion,  and is on track for the upper end of the year's  target range at
around $13 billion.  Disposal  proceeds in the third  quarter were $2.9 billion,
including  $2.3 billion  from the sale of our  investment  in Ruhrgas,  and $5.8
billion in the nine months.

Net cash outflow for the three months ended September 30, 2002 was $0.5 billion,
compared  with an inflow of $0.9 billion for the  equivalent  period of 2001, as
higher disposal  proceeds were more than offset by the payment for the remaining
interest  in Veba and lower  operating  cash  flow.  For the nine  months  ended
September  30,  2002,  the net cash outflow was $1.1  billion  compared  with an
inflow of $2.0 billion in 2001; lower operating cash flow and higher acquisition
spending were partly offset by lower tax payments and higher disposal  proceeds.
Net cash inflow from operating activities was $4.4 billion and $13.1 billion for
the three months and nine months ended September 30, 2002 respectively, compared
with $5.0 billion and $16.9 billion in the  equivalent  periods in 2001. For the
third  quarter,  lower  profit  before  exceptional  items and a net increase in
working capital were partly offset by higher depreciation.  For the nine months,
lower profit was partly offset by higher depreciation.

Net debt at September 30, 2002 was $21.0  billion.  The ratio of net debt to net
debt plus equity was 23% at September  30, 2002 as well as at December 31, 2001.
After  adjusting  for the  fixed  asset  revaluation  adjustments  and  goodwill
consequent upon the ARCO and Burmah Castrol acquisitions,  the ratio of net debt
to net debt plus equity was 29% at September  30, 2002 and December 31, 2001. In
addition to reported  debt,  BP uses  conventional  off balance sheet sources of
finance such as operating  leases and joint venture and  associated  undertaking
borrowings.

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

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

The return on average capital employed on a replacement cost basis for the three
months  ended  September  30, 2002 was 5% compared  with 11% for the  equivalent
period of 2001.  For the nine months ended  September  30,  2002,  the return on
average  capital  employed  was 6%  compared  with 14% for 2001.  The  return on
average  capital  employed  on a  historical  cost  basis  was 14% for the third
quarter and 11% for the nine months.  For further  information  on the return on
average capital employed calculation see page 66 of this report.

BP  announced  a third  quarterly  dividend  for 2002 of 6.0 cents per  ordinary
share. Holders of ordinary shares will receive 3.897 pence per share and holders
of American Depositary Receipts (ADRs) $0.36 per ADS. The dividend is payable on
December  9,  2002  to  shareholders  on the  register  on  November  15,  2002.
Participants  in the Dividend  Reinvestment  Plan or the  dividend  reinvestment
facility in the US Direct  Access Plan will  receive the dividend in the form of
shares also on December 9, 2002.

BP  intends  to  continue  to pay  dividends  in the future of around 60% of its
replacement  cost profit before  exceptional  items after  adjusting for special
items and acquisition amortization,  adjusted to mid-cycle operating conditions.
The target dividend payout ratio has been restated  following adoption of FRS 19
on January 1, 2002 in order to maintain the substance of the existing  financial
framework.

Page 4




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


The  following  tables  provide a breakdown of pro forma  results and  reconcile
those results to replacement cost operating profit by operating segment.



                                                                                                               Pro forma
Reconciliation of replacement cost                      Replacement                                               result
profit (loss) to pro forma result                              cost       Acquisition          Special      adjusted for
adjusted for special items                             profit (loss)     amortization(a)         items(b)  special items
                                                     --------------     -------------         --------     -------------
                                                                                    ($ million)
Three months ended September 30, 2002
                                                                                                       
Exploration and Production                                    1,572               775              703             3,050
Gas, Power and Renewables                                        57                 -               30                87
Refining and Marketing                                          237               202               83               522
Chemicals                                                       132                 -              140               272
Other businesses and corporate                                 (241)                -              125              (116)
                                                             ------            ------           ------            ------
Replacement cost operating profit                             1,757               977            1,081             3,815
Interest expense                                               (300)                -                -              (300)
Taxation                                                       (688)                -             (525)           (1,213)
Minority shareholders' interest                                  (8)                -                -                (8)
                                                             ------            ------           ------            ------
Replacement cost profit before
exceptional items                                               761               977              556             2,294
                                                             ------            ======           ======            ======
Exceptional items before tax                                  1,794
Taxation on exceptional items                                   (25)
                                                             ------
RC profit after exceptional items                             2,530
Stock holding gains (losses)                                    305
                                                             ------
HC profit                                                     2,835
                                                             ======

Three months ended September 30, 2001
Exploration and Production                                    2,627               443                -             3,070
Gas, Power and Renewables                                       125                 -                -               125
Refining and Marketing                                          990               187              112             1,289
Chemicals                                                       105                 -                8               113
Other businesses and corporate                                 (117)                -                -              (117)
                                                             ------            ------           ------            ------
Replacement cost operating profit                             3,730               630              120             4,480
Interest expense                                               (369)                -                2              (367)
Taxation                                                     (1,413)                -              (43)           (1,456)
Minority shareholders' interest                                 (12)                -                -               (12)
                                                             ------            ------           ------            ------
Replacement cost profit before
exceptional items                                             1,936               630               79             2,645
                                                             ------            ======           ======            ======
Exceptional items before tax                                    184
Taxation on exceptional items                                  (127)
                                                             ------
RC profit after exceptional items                             1,993
Stock holding gains (losses)                                   (405)
                                                             ------
HC profit                                                     1,588
                                                             ======

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

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

(b)  The special items refer to non-recurring  charges and credits.  The special
     items  for  the  third  quarter  of 2002  include  impairment  charges  and
     restructuring costs in Exploration and Production,  an impairment charge in
     Gas, Power and Renewables,  integration and certain other costs in Refining
     and Marketing, an impairment charge in Chemicals,  and a provision to cover
     future rental payments on surplus  leasehold office  accommodation in Other
     Businesses and Corporate.  The effective tax rate on special items was 49%,
     reflecting the tax relief expected on asset  impairments in Exploration and
     Production  and  related  restructuring.  The  special  items for the third
     quarter  of  2001  comprise   Castrol   integration   costs,   Erdoelchemie
     rationalization  costs and a bond  redemption  charge;  the taxation credit
     relating to these  special  items has been  calculated  using a tax rate of
     35%.

Page 5

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



                                                                                                           Pro forma
Reconciliation of replacement cost                  Replacement                                               result
profit (loss) to pro forma result                          cost       Acquisition          Special      adjusted for
adjusted for special items                         profit (loss)     amortization(a)         items(b)  special items
                                                 --------------     -------------         --------     -------------
                                                                                ($ million)
Nine months ended September 30, 2002
                                                                                                 
Exploration and Production                                5,958             1,461              920             8,339
Gas, Power and Renewables                                   282                 -               30               312
Refining and Marketing                                      908               591               (5)            1,494
Chemicals                                                   411                 -              215               626
Other businesses and corporate                             (494)                -              125              (369)
                                                         ------            ------           ------            ------
Replacement cost operating profit                         7,065             2,052            1,285            10,402
Interest expense                                           (947)                -                -              (947)
Taxation                                                 (3,071)                -             (242)(c)        (3,313)
Minority shareholders' interest                             (69)                -              (16)              (85)
                                                         ------            ------           ------            ------
Replacement cost profit before
exceptional items                                         2,978             2,052            1,027             6,057
                                                         ------            ======           ======            ======
Exceptional items before tax                              2,061
Taxation on exceptional items                              (146)
                                                         ------
RC profit after exceptional items                         4,893
Stock holding gains (losses)                              1,278
                                                         ------
HC profit                                                 6,171
                                                         ======
Nine months ended September 30, 2001
Exploration and Production                               10,720             1,404                -            12,124
Gas, Power and Renewables                                   386                 -                -               386
Refining and Marketing                                    3,194               577              274             4,045
Chemicals                                                   195                 -                8               203
Other businesses and corporate                             (348)                -                -              (348)
                                                         ------            ------           ------            ------
Replacement cost operating profit                        14,147             1,981              282            16,410
Interest expense                                         (1,256)                -               62            (1,194)
Taxation                                                 (5,268)                -             (122)           (5,390)
Minority shareholders' interest                             (38)                -                -               (38)
                                                         ------            ------           ------            ------
Replacement cost profit before
exceptional items                                         7,585             1,981              222             9,788
                                                         ------            ======           ======            ======
Exceptional items before tax                                573
Taxation on exceptional items                              (396)
                                                         ------
RC profit after exceptional items                         7,762
Stock holding gains (losses)                               (603)
                                                         ------
HC profit                                                 7,159
                                                         ======

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

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

(b)  The special items refer to non-recurring  charges and credits.  The special
     items  for the  first  nine  months of 2002  comprise  impairment  charges,
     restructuring  and litigation costs for Exploration and Production;  and an
     impairment  charge in Gas,  Power and  Renewables;  Veba and other European
     integration costs, business interruption insurance proceeds,  costs related
     to a pipeline  incident  and  settlement  of a US MTBE  supply  contract in
     Refining and  Marketing;  Solvay and  Erdolchemie  integration  costs and a
     writedown  of our  Indonesian  manufacturing  assets  in  Chemicals;  and a
     provision  to cover  future  rental  payments on surplus  leasehold  office
     accommodation in Other businesses and corporate.  The special items for the
     first  nine  months of 2001  comprise  Burmah  Castrol  integration  costs,
     rationalization   costs  in  Erdoelchemie   and  the  downstream   European
     commercial business and bond redemption charges.  The effective tax rate on
     the special items for 2002 was 46%,  reflecting the tax relief  expected on
     third quarter asset  impairments in Exploration  and Production and related
     restructuring. The effective tax rate on special items for 2001 was 35%.

(c)  Taxation includes a special charge of $355 million for an adjustment to the
     North Sea deferred tax liability for the supplementary UK corporation tax.

Page 6

                           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)
                                                                2002          2001        2002             2001
                                                            ----------------------    -------------------------
                                                                                             
   Turnover                                      - $m          6,220         6,335      18,397           22,893
   Total replacement cost operating profit       - $m          1,572         2,627       5,958           10,720
   Results include:
   Exploration expense                           - $m            119            86         465              336
   Of which: Exploration expenditure written off - $m             55            23         261              153

   Key Statistics:
   Liquids(a)               Average prices
                            realized by BP       - $/bbl       24.40         23.08       21.99            24.22
                            Production           - mb/d        1,983         1,883       2,008            1,902
   Natural gas              Average prices
                            realized by BP       - $/mcf        2.25          2.49        2.32             3.66
                            Production           - mmcf/d      8,482         8,319       8,631            8,587

   Brent oil price                               - $/bbl       26.91         25.30       24.40            26.14
   West Texas Intermediate oil price             - $/bbl       28.26         26.72       25.40            27.77
   Alaska North Slope US West Coast              - $/bbl       27.26         24.05       24.06            25.01
   Henry Hub gas price (b)                       - $/mmBtu      3.16          2.93        2.94             4.88
   UK Gas - National Balancing Point             - p/therm     12.74         17.07       14.53            22.17


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

(a)  Crude oil and natural gas liquids

(b)  Henry Hub First of the Month Index

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

Turnover  for the three  months  ended  September  30,  2002 was $6,220  million
compared  with  $6,335  million in the  corresponding  period in 2001,  with the
effect of higher  production and oil price increases offset by lower gas prices.
Turnover  for the nine months  ended  September  30,  2002 was  $18,397  million
compared with $22,893  million for the  corresponding  period of 2001,  with the
effect  of higher  production  more than  offset  by lower oil and  natural  gas
prices.

Replacement  cost  operating  profit for the three  months and nine months ended
September 30, 2002 was $1,572 million and $5,958 million respectively,  compared
with $2,627 million and $10,720 million for the equivalent  periods in 2001. The
result for the third quarter 2002 includes  special  charges of $686 million and
accelerated acquisition  amortization of $405 million related 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,  following  full
technical reassessments and evaluations of future investment  opportunities.  In
addition,  there were special  restructuring  charges of $17  million.  The nine
months  2002  also  includes   special  charges  of  $217  million  relating  to
significant  restructuring  to reposition  the business in North America and the
North Sea and  litigation  costs.  The results  also  include  depreciation  and
amortization  arising from the fixed asset revaluation  adjustments and goodwill
consequent upon the ARCO  acquisition in 2000 of $775 million and $1,461 million
for  the  third  quarter  and  nine  months  of  2002,  including  $405  million
accelerated depreciation of the revaluation adjustment in respect of former ARCO
assets included in the impairments  described above, and $443 million and $1,404
million for the corresponding periods in 2001.

Overall hydrocarbon  production for the quarter at 3,445 mboe/d was up around 4%
on a year ago reflecting new production from Alaska,  Deep Water Gulf of Mexico,
Trinidad,  Angola and China and from our  increased  holding in  Sidanco.  These
increases were partly offset by the impact of operational problems in the UK and
USA and tropical storms in the Gulf of Mexico.  During the quarter,  King's Peak
in the Gulf of Mexico and  Trinidad LNG train 2 came on stream.  Horn  Mountain,
Aspen,  Princess and the Vietnam  integrated gas project are expected to come on
stream in the fourth quarter.

Page 7

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


EXPLORATION AND PRODUCTION (concluded)

The third  quarter  result  reflected  an  increase in liquids  realizations  of
$1.32/bbl.  There was some offset from the charge of $64 million for  Unrealized
Profit In Stock (UPIS) to remove the upstream margin from downstream inventories
following  price rises since the second  quarter.  There was a  negligible  UPIS
effect in the equivalent  quarter last year.  Overall  natural gas  realizations
were  down by  $0.24  per  thousand  cubic  feet.  North  American  natural  gas
realizations  suffered from  widening  regional  differentials  to the Henry Hub
marker caused by continued  transportation  capacity restrictions and weak local
demand in the Rockies region.

The nine months  result at $5,958  million,  down $4,762  million on a year ago,
reflected  the  impact of  significantly  lower oil and gas  prices  and  higher
exploration  expense,  mainly due to the second quarter write-off of the Neptune
project  in the Gulf of Mexico,  and a charge of $203  million  for UPIS.  These
adverse  factors  were  partly  offset by volume  growth and unit  lifting  cost
reductions. Total hydrocarbon production for the nine months at 3,496 mboe/d was
up 3% compared with a year ago.

During the quarter BP participated in three  discoveries:  in Angola, the Plutao
oil discovery in Block 31 (BP 26.7% and operator),  offshore Trinidad,  the Iron
Horse gas discovery  (BP 90% and operator) and in the Gulf of Mexico,  the Great
White prospect (BP 33%).

Page 8

                           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)
                                                               2002           2001        2002            2001
                                                            ----------------------    ------------------------
                                                                                            
   Turnover                                      - $m         9,313          9,307      25,316          31,920
   Total replacement cost operating profit       - $m            57            125         282             386


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

Turnover  for the three  months and nine  months  ended  September  30, 2002 was
$9,313  million and $25,316  million,  compared with $9,307  million and $31,920
million  for the same  periods in 2001.  Despite  increased  gas sales  volumes,
turnover was flat in the third  quarter and decreased for the nine months due to
lower natural gas prices, particularly in North America.

Replacement  cost  operating  profit for the three  months and nine months ended
September 30, 2002 was $57 million and $282 million respectively,  compared with
$125 million and $386 million a year ago. The result for the third  quarter 2002
includes  special  charges  of  $30  million  related  to  the  impairment  of a
cogeneration  power plant in the UK. The third  quarter's  marketing and trading
result  was down,  despite a 15%  increase  in gas sales  volumes,  due to lower
margins in North America and losses associated with the unscheduled  shutdown of
the UK/Belgium Interconnector.  The NGL business result was up on a year ago due
to improved  margins.  The result includes only one month of  contribution  from
Ruhrgas due to the disposal of this  investment  during the third  quarter.  The
nine months result  reflects  lower  marketing  and trading  margins and a lower
Ruhrgas contribution, partly offset by an improvement in the NGL business.

During the quarter BP and its partners  entered into two  liquefied  natural gas
(LNG) agreements with China National  Offshore Oil  Corporation.  The Australian
North West Shelf  consortium (BP 16.6%) was selected to supply up to 3.3 million
tonnes a year to China's Guangdong terminal (BP 30%). In addition,  an agreement
was signed to supply LNG to the Fujian terminal from Indonesia's Tangguh natural
gas project  (BP 49.7%).  The  25-year  LNG Sales and  Purchase  Agreement  will
involve  the supply of up to 2.6  million  tonnes of LNG a year to Fujian.  Both
projects are due to start up in 2006 or 2007. Separately,  a supply and purchase
agreement has been signed with Qatar  Liquefied Gas Company Ltd.  (Qatargas) for
the  delivery  of 750,000  tonnes of LNG per year to the  Spanish  market over a
three year period. The first LNG cargo to Spain is scheduled for delivery in the
third quarter of 2003.

In North  America,  BP announced a multi-year  agreement with Kinder Morgan that
will  provide BP with  natural  gas supply and gas  transportation  and  storage
facilities on Kinder Morgan's Texas intra-state pipeline systems.

Page 9

                           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)
                                                               2002           2001        2002            2001
                                                           -----------------------    ------------------------
                                                                                            
   Turnover                                      - $m        35,634         30,925      92,393          93,705
   Total replacement cost operating profit       - $m           237            990         908           3,194
   Total refined product sales                   - mb/d       6,911          6,546       6,630           6,125
   Refinery throughputs                          - mb/d       3,154          3,003       3,084           2,958
   Global Indicator Refining Margin (a)          - $/bbl       1.98           3.83        1.90            4.62

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

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

Turnover  for the three  months and nine  months  ended  September  30, 2002 was
$35,634 million and $92,393 million respectively,  compared with $30,925 million
and $93,705  million,  for the same  periods in the prior year.  The increase in
turnover  for the  third  quarter  is due to  volume  increases  from  the  Veba
acquisition.  The  decrease in turnover for the nine months  primarily  reflects
lower product prices, which more than offset volume increases from Veba. Results
for Veba have been included from February 1, 2002.

Replacement  cost  operating  profit for the three  months and nine months ended
September 30, 2002 was $237 million and $908 million respectively. This compares
with $990 million and $3,194 million in the  corresponding  periods of 2001. The
results for the third quarter and nine months of 2002 include special charges of
$83  million  and a net  credit  to  income  for  special  items  of $5  million
respectively.  For the third quarter 2002,  special items include 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
associated  with an Olympic  pipeline  incident in 1999 of $7  million.  Special
items for the nine months also included business  interruption  proceeds of $184
million,  partly offset by additional costs associated with the Olympic pipeline
incident of $47 million and Veba integration  costs of $49 million.  The results
are also after charging  depreciation  and  amortization  arising from the fixed
asset  revaluation  adjustments  and goodwill,  arising from the ARCO and Burmah
Castrol  acquisitions  in 2000 of $202  million  and $591  million for the third
quarter and nine months respectively,  and $187 million and $577 million for the
corresponding  periods in 2001.  Although not  classified as a special item, the
third  quarter  2002 result also  included a charge of $80 million in respect of
environmental   liabilities,   following  a  reassessment  of  certain  existing
liabilities.

Significantly  lower  refining  margins are the primary reason for the decreases
versus last year.  Refining  margins declined in the third quarter compared with
the second quarter, reflecting high product inventories early in the quarter and
pressure  from higher crude  prices.  Retail  margins for the quarter were lower
than a year ago,  particularly  in the US, with the nine  months  similar to the
prior  year.  Partly   offsetting  the  poorer  trading   environment  were  the
contributions  from  Veba  and  improved  refining  and  marketing   operational
performance.

Refining throughputs increased by 5% compared with the third quarter of 2001 due
to the Veba acquisition and better availability;  these factors more than offset
the Yorktown, Mandan and Salt Lake City refinery divestments.  Marketing volumes
increased by 14%, largely due to Veba.  Excluding Veba,  marketing  volumes were
flat. Shop sales increased by 64%,  primarily due to Veba.  Excluding Veba, shop
sales increased by 11%, reflecting the growing number of BP Connect stations and
same store sales growth.

During the quarter, BP opened an additional 13 BP Connect stations, primarily in
the USA and UK,  bringing the total number of BP Connect  stations  worldwide to
446. An additional 1,900 sites were reimaged in the third quarter,  bringing the
total number of sites with the BP Helios to some 8,800 worldwide.

Page 10

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


CHEMICALS



                                                               Three months ended          Nine months ended
                                                                  September 30                September 30
                                                                  (Unaudited)                 (Unaudited)
                                                               2002           2001        2002            2001
                                                            ----------------------    ------------------------
                                                                                             
   Turnover                                      - $m         3,720          3,272       9,946           9,034
   Total replacement cost operating profit       - $m           132            105         411             195
   Production (a)                                - kte        6,880          5,970      20,379          16,668
   Chemicals Indicator Margin (b)                - $/te         115  (c)       114         101  (c)        109


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

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

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

(c)   Provisional. The data for the 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, 2002 was
$3,720 million and $9,946 million respectively, compared with $3,272 million and
$9,034 million for the equivalent  periods in 2001. The increase in turnover for
the third  quarter and nine months  primarily  reflects  higher  production as a
result of acquisitions, organic growth and improved site reliability.

Replacement cost operating profit for the three months ended September 30, 2002,
was $132 million,  down from $203 million in the second quarter and up from $105
million a year ago.  The  results  for the third  quarter  and nine  months 2002
include  special  charges of $140  million and $215  million  respectively.  The
special  item  for the  third  quarter  2002 is a  writedown  of our  Indonesian
manufacturing   assets  following  a  review  of  its  immediate  prospects  and
opportunities for future growth in a highly competitive regional market. Special
items for the nine months 2002 also include Solvay and Erdoelchemie  integration
costs and costs related to restructuring our Research and Technology  facilities
and the closure of polypropylene capacity in the USA.

The third quarter result, excluding special items, increased $159 million over a
year ago,  primarily  reflecting  a lower cost  structure  and the  benefits  of
portfolio additions, restructuring and reliability improvements. The increase in
the nine months result was due to volume  growth  through  improved  operations,
organic  growth  and  acquisitions,  and lower  costs,  against a weaker  margin
environment.

Chemicals  production  for the third  quarter and nine months was up 15% and 22%
respectively, as a result of the Solvay, Erdoelchemie and Veba transactions, new
plants and improved reliability.

During the quarter we completed  the sale of  two-thirds  of our interest in the
European  ethylene  pipeline  company,  ARG, in  accordance  with EU  commission
requirements in relation to the Veba acquisition.

Page 11

                           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)
                                                               2002           2001        2002            2001
                                                            ----------------------     -----------------------
                                                                                              
   Turnover                                      - $m           108            138         379             403
   Replacement cost operating profit (loss)      - $m          (241)          (117)       (494)           (348)


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 results for the third quarter and
nine months 2002  include a special  charge of $125  million for a provision  to
cover future rental payments on surplus leasehold office accommodation.

EXCEPTIONAL ITEMS



                                                               Three months ended          Nine months ended
                                                                  September 30                September 30
                                                                  (Unaudited)                 (Unaudited)
                                                               2002           2001        2002            2001
                                                            ----------------------     -----------------------
                                                                                               
   Profit (loss) on sale of fixed assets and
   businesses or termination of operations          - $m      1,794            184      2,061              573
   Taxation credit (charge)                         - $m        (25)          (127)      (146)            (396)
                                                            -------         ------     ------            -----
   Exceptional items after taxation                 - $m      1,769             57      1,915              177
                                                            -------         ------     ------            -----


Exceptional  items for the third quarter  include the profit on disposal of BP's
Ruhrgas interest and an electronic payment system.

OUTLOOK

The world economy sustained its gradual recovery in the third quarter,  and some
modest growth is expected to continue in the fourth quarter,  though the current
environment  has little  upside and  significant  downside  risks.  BP's overall
trading environment remained broadly at "mid-cycle" during the third quarter.

Recent demand growth has been partly met by increased  OPEC  production,  though
quotas remain  unchanged.  Oil inventories are below normal seasonal levels.  In
the fourth  quarter,  assuming a normal seasonal demand increase and no material
increase in OPEC  production  beyond  high  September  levels,  crude oil prices
should remain around third quarter levels.

Though storage levels for US natural gas remain high relative to seasonal norms,
prices have strengthened  recently.  This reflects declining  production and the
expectation of firming seasonal demand.

Refining margins have improved in recent weeks, and are now above the weak third
quarter level, with commercial product  inventories below the 1997-2001 average.
Oil product  inventories are likely to tighten further during the fourth quarter
and should underpin margins.

Average  third  quarter  retail  margins  were  broadly  in line with the second
quarter,  though US  margins  came  under  pressure  in the  latter  part of the
quarter.  Retail  margins may come under further  pressure in the fourth quarter
reflecting a seasonal slowdown in demand and an increasingly competitive market.

The  Chemicals  business  environment  has  weakened in recent weeks with demand
softening and margins under pressure from high feedstock prices.

Capital expenditure is on track for the upper end of the year's target range, at
around $13  billion,  excluding  acquisitions.  The net debt ratio was below the
mid-point of the 25-35%  range at the end of the third  quarter and is likely to
remain relatively stable around this level for the remainder of the year.

Page 12

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


FORWARD-LOOKING STATEMENTS

In order to utilize the 'Safe Harbor'  provisions  of the United States  Private
Securities  Litigation  Reform  Act  of  1995,  BP is  providing  the  following
cautionary  statement.  The foregoing  discussion,  in particular,  although not
limited to, the  statements  under  `Group  Results'  and the  statements  under
`Outlook', with regard to hydrocarbon production growth and targets, the outlook
for  economic  recovery,  trends in the trading  environment,  the timing of new
projects,   oil  and  gas  prices  and  margins,   refining  margins,   expected
realizations on gas sales,  inventory and product stock levels,  planned product
phase-outs,  capacity  utilization,  capital  expenditure  trends  and  targets,
working  capital,  profitability,  results of operation,  dividend  payments 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,
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 2001 and the Annual  Report on Form 20-F
for 2001 filed with the US Securities and Exchange Commission.

2002 DIVIDENDS

On October 29, 2002, BP p.l.c.  announced a third quarterly dividend for 2002 of
6.0 cents per ordinary share of 25 cents (ordinary  shares),  representing $0.36
per American  Depositary  Share (ADS) amounting to $1,340 million in total.  The
record date for qualifying US resident holders of American  Depositary Shares as
well as holders of ordinary shares is November 15, 2002, with payment to be made
on December 9, 2002.

The dividend payable on December 9, 2002 entitles qualifying US ADS shareholders
to a refund of the 1/9th UK tax credit  (approximately  $0.04)  attaching to the
dividend, less a UK withholding tax limited to the amount of the tax credit. The
effect of these  arrangements  for ADS holders is  currently  a cash  payment of
$0.36,  a gross dividend for tax purposes of $0.40 and a potential tax credit of
$0.04 per ADS.

A dividend  reinvestment  facility  is  available  for  holders of ADSs  through
JPMorgan  Chase  Bank  (formerly   known  as  Morgan  Guaranty  Trust  Company).
Participants  in the dividend  reinvestment  facility  included in the US Direct
Access Plan will receive the dividend in the form of shares on December 9, 2002.

Page 13


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


                                                                Three months ended                 Nine months ended
                                                                    September 30                      September 30
                                                                    (Unaudited)                       (Unaudited)
                                                               2002             2001              2002             2001
                                                               ---------------------              ---------------------
                                                                      ($ million, except per share amounts)

                                                                                                   
Turnover - Note 3                                            49,558           43,886           130,186          138,275
Less: joint ventures                                            504              306             1,187              874
                                                            -------          -------           -------          -------
Group turnover                                               49,054           43,580           128,999          137,401

Replacement cost of sales                                    43,940           37,208           112,670          115,102
Production taxes - Note 4                                       350              337               912            1,353
                                                            -------          -------           -------          -------
Gross profit                                                  4,764            6,035            15,417           20,946
Distribution and administration expenses                      3,214            2,678             9,028            7,842
Exploration expense - Note 5                                    119               86               465              336
                                                            -------          -------           -------          -------
                                                              1,431            3,271             5,924           12,768
Other income                                                    151              179               423              486
                                                            -------          -------           -------          -------
Group replacement cost operating profit                       1,582            3,450             6,347           13,254
Share of profits of joint ventures                              104              125               263              352
Share of profits of associated undertakings                      71              155               455              541
                                                            -------          -------           -------          -------
Total replacement cost operating profit - Note 6              1,757            3,730             7,065           14,147
Profit (loss) on sale of fixed assets and
businesses                                                    1,794              184             2,061              573
or termination of operations - Note 7
                                                            -------          -------           -------          -------
Replacement cost profit before interest
and tax - Note 6                                              3,551            3,914             9,126           14,720
Inventory holding gains (losses) - Note 8                       305             (405)            1,303             (603)
                                                            -------          -------           -------          -------
Historical cost profit before interest and tax                3,856            3,509            10,429           14,117
Interest expense - Note 9                                       300              369               947            1,256
                                                            -------          -------           -------          -------
Profit before taxation                                        3,556            3,140             9,482           12,861
Taxation - Note 10                                              713            1,540             3,217            5,664
                                                            -------          -------           -------          -------
Profit after taxation                                         2,843            1,600             6,265            7,197
Minority shareholders' interest                                   8               12                94               38
                                                            -------          -------           -------          -------
Profit for the period (a)                                     2,835            1,588             6,171            7,159
                                                            =======          =======           =======          =======
Earnings per ordinary share - cents (a)
     Basic                                                    12.65             7.08             27.53            31.88
     Diluted                                                  12.59             7.03             27.39            31.68
                                                            -------          -------           -------          -------
Earnings per American depositary share - cents (a)
     Basic                                                    75.90            42.48            165.18           191.28
     Diluted                                                  75.54            42.18            164.34           190.08
                                                            -------          -------           -------          -------

Average number of outstanding ordinary
shares (thousands)                                       22,408,297       22,425,374        22,412,655       22,449,041
                                                        ===========      ===========       ===========      ===========


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

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

Page 14

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



                                                                 September 30, 2002                       December 31, 2001
                                                                     (Unaudited)
                                                            -----------------------                 -----------------------
                                                                                      ($ million)
Fixed assets
                                                                                                        
   Intangible assets                                                         15,902                                  16,489
   Tangible assets                                                           85,521                                  77,410
   Investments                                                               11,646                                  11,963
                                                                        -----------                              ----------
                                                                            113,069                                 105,862
Current assets
   Inventories                                              9,917                                    7,631
   Receivables                                             31,781                                   26,669
   Investments                                                285                                      450
   Cash at bank and in hand                                 1,005                                    1,358
                                                       ----------                              -----------
                                                           42,988                                   36,108
                                                       ----------                              -----------

Current liabilities - falling due within one year
   Finance debt                                            10,582                                    9,090
   Accounts payable and accrued liabilities                34,870                                   28,524
                                                       ----------                              -----------
                                                           45,452                                   37,614
                                                       ----------                              -----------

Net current liabilities                                                      (2,464)                                 (1,506)
                                                                        -----------                              ----------
Total assets less current liabilities                                       110,605                                 104,356

Noncurrent liabilities
   Finance debt                                           11,694                                   12,327
   Accounts payable and accrued liabilities                3,261                                    3,086
   Provisions for liabilities and charges
      Deferred tax                                        13,391                                   11,702
      Other                                               13,056                                   11,482
                                                      ----------                              -----------
                                                                             41,402                                  38,597
                                                                        -----------                              ----------
Net assets                                                                   69,203                                  65,759
Minority shareholders' interest                                                 556                                     598
                                                                        -----------                              ----------

BP shareholders' interest (a) - Note 14                                      68,647                                  65,161
                                                                        ===========                              ==========

Represented by:
Capital shares
   Preference                                                                    21                                      21
   Ordinary                                                                   5,594                                   5,608
Paid-in surplus                                                               4,226                                   4,014
Merger reserve                                                               27,029                                  26,983
Retained earnings                                                            31,600                                  28,312
Other reserves                                                                  177                                     223
                                                                        -----------                              ----------
                                                                             68,647                                  65,161
                                                                        ===========                              ==========


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

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

Page 15

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



                                                                  Three months ended                 Nine months ended
                                                                      September 30                     September 30
                                                                      (Unaudited)                       (Unaudited)
                                                                 2002             2001             2002             2001
                                                                 ---------------------             ---------------------
                                                                                      ($ million)
                                                                                                     
Net cash inflow from operating activities                       4,376            5,046           13,145           16,862
                                                              -------          -------          -------          -------
Dividends from joint ventures                                      30               26              129               92
                                                              -------          -------          -------          -------
Dividends from associated undertakings                             96              155              303              424
                                                              -------          -------          -------          -------
Servicing of finance and returns on investments
Interest received                                                  63               23              168              173
Interest paid                                                    (218)            (308)            (869)          (1,053)
Dividends received                                                  4               59               64               97
Dividends paid to minority shareholders                           (13)             (11)             (29)             (16)
                                                              -------          -------          -------          -------
Net cash outflow from servicing of finance
and returns on investments                                       (164)            (237)            (666)            (799)
                                                              -------          -------          -------          -------
Taxation
UK corporation tax                                               (206)            (231)            (560)            (604)
Overseas tax                                                     (455)            (486)          (1,473)          (2,634)
                                                              -------          -------          -------          -------
Tax paid                                                         (661)            (717)          (2,033)          (3,238)
                                                              -------          -------          -------          -------

Capital expenditure
Payments for fixed assets                                      (2,980)          (2,933)          (8,572)          (8,526)
Proceeds from the sale of fixed assets                            488              824            1,744            1,750
                                                              -------          -------          -------          -------
Net cash outflow for capital expenditure                       (2,492)          (2,109)          (6,828)          (6,776)
                                                              -------          -------          -------          -------

Acquisitions and disposals
Investments in associated undertakings                           (125)            (139)            (756)            (407)
Proceeds from sale of investment in Ruhrgas                     2,338                -            2,338                -
Acquisitions, net of cash acquired                             (2,607)             (48)          (4,296)            (608)
Net investment in joint ventures                                  (23)            (144)            (137)            (277)
Proceeds from the sale of businesses                               55              307            1,670              307
                                                              -------          -------          -------          -------
Net cash (outflow) inflow for acquisitions
and disposals                                                    (362)             (24)          (1,181)            (985)
                                                              -------          -------          -------          -------
Equity dividends paid                                          (1,346)          (1,235)          (3,924)          (3,595)
                                                              -------          -------          -------          -------
Net cash inflow (outflow)                                        (523)             905           (1,055)           1,985
                                                              =======          =======          =======          =======

Financing                                                        (219)             630             (485)           1,827
Management of liquid resources                                    (32)             (44)            (164)            (146)
Increase (decrease) in cash                                      (272)             319             (406)             304
                                                              -------          -------          -------          -------
                                                                 (523)             905           (1,055)           1,985
                                                              =======          =======          =======          =======


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

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

Page 16

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




                                                                     Three months ended            Nine months ended
                                                                        September 30                  September 30
                                                                         (Unaudited)                   (Unaudited)
                                                                     2002           2001           2002            2001
                                                                     -------------------           --------------------
                                                                                       ($ million)
Reconciliation of historical cost profit before interest
and tax to net cash inflow from operating activities
                                                                                                    
Historical cost profit before interest and tax                      3,856          3,509         10,429         14,117
Depreciation and amounts provided                                   3,506          2,104          7,886          6,401
Exploration expenditure written off                                    55             23            261            153
Share of profits of joint ventures and associated
undertakings                                                         (172)          (278)          (716)          (891)
Interest and other income                                             (62)          (116)          (243)          (346)
(Profit) loss on sale of fixed assets and businesses               (1,796)          (184)        (2,061)          (573)
Charge for provisions                                                 332            115            826            821
Utilization of provisions                                            (392)          (263)        (1,003)          (898)
Decrease (increase) in stocks                                        (155)           135         (1,458)           122
Decrease (increase) in debtors                                       (379)         2,216         (2,403)           748
Increase (decrease) in creditors                                     (417)        (2,215)         1,627         (2,792)
                                                                  -------        -------        -------        -------
Net cash inflow from operating activities                           4,376          5,046         13,145         16,862
                                                                  =======        =======        =======        =======

Financing
Long-term borrowing                                                  (558)            (7)        (3,056)        (1,029)
Repayments of long-term borrowing                                     567            988          1,464          2,168
Short-term borrowing                                               (1,627)          (743)        (5,879)        (3,493)
Repayments of short-term borrowing                                    704             40          6,414          3,167
                                                                  -------        -------        -------        -------
                                                                     (914)           278         (1,057)           813

Issue of ordinary share capital                                       (55)           (48)          (178)          (168)
Repurchase of ordinary share capital                                  750            400            750          1,182
                                                                  -------        -------        -------        -------
Net cash (inflow) outflow from financing                             (219)           630           (485)         1,827
                                                                  =======        =======        =======        =======


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

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

Page 17

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


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

2.   Restatement of comparative information

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

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

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

     (b)  New accounting standard for deferred tax

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

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

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

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

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

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

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

Page 18

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


2. Restatement of comparative information (continued)



Income statement                                                 Three months ended               Nine months ended
                                                                 September 30, 2001               September 30, 2001
                                                                    (Unaudited)                       (Unaudited)
                                                             Restated         Reported         Restated         Reported
                                                             -------------------------        --------------------------
                                                                      ($ million, except per share amounts)

                                                                                                     
Turnover                                                       43,886           43,886          138,275          138,275
Less: joint ventures                                              306              306              874              874
                                                             --------         --------         --------         --------
Group turnover                                                 43,580           43,580          137,401          137,401

Replacement cost of sales                                      37,208           37,181          115,102          115,021
Production taxes                                                  337              337            1,353            1,353
                                                             --------         --------         --------         --------
Gross profit                                                    6,035            6,062           20,946           21,027
Distribution and administration expenses                        2,678            2,678            7,842            7,842
Exploration expense                                                86               86              336              336
                                                             --------         --------         --------         --------
                                                                3,271            3,298           12,768           12,849
Other income                                                      179              179              486              486
                                                             --------         --------         --------         --------
Group replacement cost operating profit                         3,450            3,477           13,254           13,335
Share of profits of joint ventures                                125              125              352              352
Share of profits of associated undertakings                       155              155              541              541
                                                             --------         --------         --------         --------
Total replacement cost operating profit (a)                     3,730            3,757           14,147           14,228
Profit (loss) on sale of fixed assets and
businesses or termination of operations                           184              184              573              573
                                                             --------         --------         --------         --------
Replacement cost profit before interest and tax                 3,914            3,941           14,720           14,801
Inventory holding gains (losses)                                 (405)            (405)            (603)            (603)
                                                             --------         --------         --------         --------
Historical cost profit before interest and tax                  3,509            3,536           14,117           14,198
Interest expense                                                  369              369            1,256            1,256
                                                             --------         --------         --------         --------
Profit before taxation                                          3,140            3,167           12,861           12,942
Taxation                                                        1,540            1,212            5,664            4,480
                                                             --------         --------         --------         --------
Profit after taxation                                           1,600            1,955            7,197            8,462
Minority shareholders' interest                                    12               15               38               47
                                                             --------         --------         --------         --------
Profit for the period                                           1,588            1,940            7,159            8,415
                                                             --------         --------         --------         --------
Distribution to shareholders                                    1,232            1,232            3,646            3,646
                                                             --------         --------         --------         --------
Earnings per ordinary share - cents
Basic                                                            7.08             8.66            31.88            37.48
Diluted                                                          7.03             8.59            31.68            37.24
                                                             ========         ========         ========         ========
--------
(a) Total replacement cost operating profit, by business
Exploration and Production                                      2,627            2,641           10,720           10,762
Gas, Power and Renewables                                         125              130              386              415
Refining and Marketing                                            990            1,003            3,194            3,233
Chemicals                                                         105              105              195              195
Other businesses and corporate                                   (117)            (122)            (348)            (377)
                                                             --------         --------         --------         --------
                                                                3,730            3,757           14,147           14,228
                                                             ========         ========         ========          ========

Page 19

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


2. Restatement of comparative information (concluded)



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



                                                              Three months ended                    Nine months ended
                                                                 September 30                         September 30
                                                                 (Unaudited)                           (Unaudited)
                                                           2002               2001               2002               2001
                                                       ---------------------------           ---------------------------
                                                                                  ($ million)
3.   Turnover (a)
                                                                                                      
     By business
     Exploration and Production                           6,220              6,335             18,397             22,893
     Gas, Power and Renewables                            9,313              9,307             25,316             31,920
     Refining and Marketing                              35,634             30,925             92,393             93,705
     Chemicals                                            3,720              3,272              9,946              9,034
     Other businesses and corporate                         108                138                379                403
                                                        -------            -------            -------            -------
                                                         54,995             49,977            146,431            157,955
     Less: sales between businesses                       5,941              6,397             17,432             20,554
                                                        -------            -------            -------            -------
     Group excluding joint ventures                      49,054             43,580            128,999            137,401
     Sales of joint ventures                                504                306              1,187                874
                                                        -------            -------            -------            -------
                                                         49,558             43,886            130,186            138,275
                                                        =======            =======            =======            =======

     By geographical area
     UK                                                  12,160             12,272             35,664             36,186
     Rest of Europe                                      13,460              9,026             34,798             28,044
     USA                                                 22,880             21,375             57,808             68,657
     Rest of World                                        8,537              8,006             23,556             26,626
                                                        -------            -------            -------            -------
                                                         57,037             50,679            151,826            159,513
     Less: sales between areas                            7,983              7,099             22,827             22,112
                                                        -------            -------            -------            -------
                                                         49,054             43,580            128,999            137,401
                                                        =======            =======            =======            =======


(a)  Contracts for the sale and purchase of crude oil, refined products, natural
     gas and power,  which are held for trading  purposes and  marked-to-market,
     that require  delivery of the underlying  commodity are reported on a gross
     basis.

Page 20

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




                                                                Three months ended                  Nine months ended
                                                                   September 30                        September 30
                                                                   (Unaudited)                          (Unaudited)
                                                              2002              2001              2002              2001
                                                              ----------------------              -----------------------
                                                                                           ($ million)
                                                                                                        
4    Production taxes
     UK petroleum revenue tax                                   92                80               245               453
     Overseas production taxes                                 258               257               667               900
                                                             -----             -----             -----             -----
                                                               350               337               912             1,353
                                                             =====             =====             =====             =====
5    Exploration expense
     Exploration and Production
         UK                                                     16                 1                26                 5
         Rest of Europe                                          5                10                41                15
         USA                                                    53                41               228               174
         Rest of World                                          45                34               170               142
                                                             -----             -----             -----             -----
                                                               119                86               465               336
                                                             =====             =====             =====             =====


6.   Replacement cost profit

     Replacement  cost  profits  reflect  the  current  cost  of  supplies.  The
     replacement  cost profit for the period is arrived at by excluding from the
     historical cost profit  inventory  holding gains and losses.  These are the
     difference  between  the  amount  that is  charged  to cost of  sales  on a
     first-in,  first-out  (FIFO)  basis of inventory  valuation  and the amount
     charged to cost of sales  based on the average  cost of  supplies  incurred
     during the period.  The former basis is used in arriving at the  historical
     cost result whereas the latter basis is used in arriving at the replacement
     cost result. BP presents financial  information on a replacement cost basis
     in order to provide  better  comparability  to the major US oil  companies,
     which apply the last in, first out (LIFO) basis of inventory valuation. The
     LIFO basis is not  permitted  under UK GAAP.  BP  management  believes that
     where inventory volumes remain constant or increase in a period,  operating
     profit on the LIFO basis will not differ  materially from operating  profit
     on BP's replacement cost basis. For further  discussion of replacement cost
     operating profit see Item 3 of BP's Annual Report on Form 20-F for the year
     ended December 31, 2001.



                                                                  Three months ended                 Nine months ended
                                                                     September 30                      September 30
                                                                      (Unaudited)                       (Unaudited)
                                                                 2002             2001             2002             2001
                                                             -------------------------        --------------------------
                                                                                     ($ million)
                                                                                                        
7.   Analysis of exceptional items
     Profit (loss) on sale of fixed assets and
     businesses or termination of operations
     Exploration and Production                                   (25)               3              407              280
     Gas, Power and Renewables                                  1,585                -            1,584               (1)
     Refining and Marketing                                       262              247              248              453
     Chemicals                                                     11              (81)            (134)            (167)
     Other businesses and corporate                               (39)              15              (44)               8
                                                               ------           ------           ------           ------
     Exceptional items before taxation                          1,794              184            2,061              573
     Taxation charge                                              (25)            (127)            (146)            (396)
                                                               ------           ------           ------           ------
     Exceptional items after taxation                           1,769               57            1,915              177
                                                               ======           ======           ======           ======


Page 21

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



                                                                           Three months ended           Nine months ended
                                                                              September 30                 September 30
                                                                               (Unaudited)                 (Unaudited)
                                                                           2002           2001         2002           2001
                                                                        ----------------------       ---------------------
                                                                                            ($ million)
8.   Inventory holding gains (losses)
                                                                                                         
     Exploration and Production                                               3            (1)            5            (1)
     Gas, Power and Renewables                                                2           (17)           10           (61)
     Refining and Marketing                                                 311          (301)        1,250          (445)
     Chemicals                                                              (11)          (86)           38           (96)
                                                                         ------        ------        ------        ------
                                                                            305          (405)        1,303          (603)
     Minority shareholders' interest                                          -             -            25             -
                                                                         ------        ------        ------        ------
                                                                            305          (405)        1,278          (603)
                                                                         ======        ======        ======        ======

9    Interest expense
     Group interest payable (a)                                             250           292           778         1,022
     Capitalized                                                            (27)          (19)          (67)          (74)
                                                                         ------        ------        ------        ------
                                                                            223           273           711           948
     Joint ventures                                                          15            16            44            49
     Associated undertakings                                                 19            33            64           109
     Unwinding of discount on provisions                                     43            47           128           150
                                                                         ------        ------        ------        ------
                                                                            300           369           947         1,256
                                                                         ======        ======        ======        ======
                                                                                                                       ------

(a)  Includes charges relating to the early redemption of debt                -             2             -            62
                                                                         ------        ------        ------        ------

10.  Charge for taxation
     Current                                                                463         1,206         2,036         4,581
     Deferred (a)                                                           250           334         1,181         1,083
                                                                         ------        ------        ------        ------
                                                                            713         1,540         3,217         5,664
                                                                         ======        ======        ======        ======
     United Kingdom                                                         235           244         1,070           766
     Overseas                                                               478         1,296         2,147         4,898
                                                                         ------        ------        ------        ------
                                                                            713         1,540         3,217         5,664
                                                                         ======        ======        ======        ======
------

(a)  Includes the adjustment to the North Sea deferred tax                    -             -           355             -
     balance for the supplementary UK corporation tax of 10%
                                                                         ------        ------        ------        ------

11.  Reconciliation of replacement cost results
     Historical cost profit (loss) for the period                         2,835         1,588         6,171         7,159
     Inventory holding (gains) losses (a)                                  (305)          405        (1,278)          603
                                                                         ------        ------        ------        ------
     Replacement cost profit for the period                               2,530         1,993         4,893         7,762
     Exceptional items (b)                                               (1,769)          (57)       (1,915)         (177)
                                                                         ------        ------        ------        ------
     Replacement cost profit before exceptional items                       761         1,936         2,978         7,585
                                                                         ------        ------        ------        ------
     Earnings per ordinary share - cents
     On replacement cost profit before exceptional items                   3.39          8.63         13.28         33.78
                                                                         ======        ======        ======        ======

------

(a)  Net of minority shareholders' interest                                   -             -           (25)            -
(b)  Net of tax charge                                                       25           127           146           396


Page 22

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


12. Business and geographical analysis



                                                           Gas,                                  Other
                                      Exploration         Power     Refining                businesses
By business                                   and           and          and                       and
                                       Production    Renewables    Marketing    Chemicals    corporate    Eliminations     Total
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
                                                                               ($ million)
Three months
ended 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          223            -               -       504
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Equity accounted income                       174            13           63          (88)          13               -       175
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------

Total replacement cost
operating profit (loss)                     1,572            57          237          132         (241)              -     1,757
Exceptional items                             (25)        1,585          262           11          (39)              -     1,794
Inventory holding gains
(losses)                                        3             2          311          (11)           -               -       305
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Historical cost 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

Three months
ended September 30, 2001
Group turnover
-   third parties                           1,298         8,591       30,351        3,202          138               -    43,580
-   sales between businesses                5,037           716          574           70            -          (6,397)        -
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
                                            6,335         9,307       30,925        3,272          138          (6,397)   43,580
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------

Share of sales by joint ventures              217             -           89            -            -               -       306
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Equity accounted income                       124            27           80           23           26               -       280
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------

Total replacement cost
operating profit (loss)                     2,627           125          990          105         (117)              -     3,730
Exceptional items                               3             -          247          (81)          15               -       184
Inventory holding gains
(losses)                                       (1)          (17)        (301)         (86)           -               -      (405)
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Historical cost profit (loss)
before interest and tax                     2,629           108          936          (62)        (102)              -     3,509
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Capital expenditure and
acquisitions                                2,419            87          442          350           65               -     3,363


Page 23

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


12. Business and geographical analysis (continued)



                                                               Rest of              Rest of
By geographical area                                      UK    Europe        USA     World     Eliminations      Total
                                                  ---------- --------- ---------- ---------    ------------- ----------
                                                                               ($ million)
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       197         78       226                -        504
                                                  ---------- --------- ---------- ---------    ------------- ----------
Equity accounted income                                   (1)       27         62        87                -        175
                                                  ---------- --------- ---------- ---------    ------------- ----------

Total replacement cost operating profit                 (131)      620        672       596                -      1,757
Exceptional items                                        (18)    1,672        161       (21)               -      1,794
Inventory holding gains (losses)                          43       128        105        29                -        305
                                                  ---------- --------- ---------- ---------    ------------- ----------
Historical cost profit before interest and tax          (106)    2,420        938       604                -      3,856
                                                  ---------- --------- ---------- ---------    ------------- ----------

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

Three months ended September 30, 2001
Group turnover   -third parties                        8,975     6,864     21,297     6,444                -     43,580
                 -sales between areas                  3,297     2,162         78     1,562           (7,099)         -
                                                  ---------- --------- ---------- ---------    ------------- ----------
                                                      12,272     9,026     21,375     8,006           (7,099)    43,580
                                                  ---------- --------- ---------- ---------    ------------- ----------

Share of sales by joint ventures                           -         -         49       257                -        306
                                                  ---------- --------- ---------- ---------    ------------- ----------
Equity accounted income                                    3        38         80       159                -        280
                                                  ---------- --------- ---------- ---------    ------------- ----------

Total replacement cost operating profit                  552       512      1,555     1,111                -      3,730
Exceptional items                                        (64)       (8)       258        (2)               -        184
Inventory holding gains (losses)                         (65)     (111)      (195)      (34)               -       (405)
                                                  ---------- --------- ---------- ---------    ------------- ----------
Historical cost profit before interest and tax           423       393      1,618     1,075                -      3,509
                                                  ---------- --------- ---------- ---------    ------------- ----------

Capital expenditure and acquisitions                     541       181      1,564     1,077                -      3,363


Page 24




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


12. Business and geographical analysis (continued)



                                                           Gas,                                  Other
                                      Exploration         Power     Refining                businesses
By business                                   and           and          and                       and
                                       Production    Renewables    Marketing    Chemicals    corporate    Eliminations     Total
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
                                                                            ($ million)
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          495            -               -     1,187
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Equity accounted income                       426           105          165          (20)          42               -       718
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------

Total replacement cost
operating profit (loss)                     5,958           282          908          411         (494)              -     7,065
Exceptional items                             407         1,584          248         (134)         (44)              -     2,061
Inventory holding gains
(losses)                                        5            10        1,250           38            -               -     1,303
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Historical cost 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

Nine months
ended September 30, 2001
Group turnover
-   third parties                           7,050        29,654       91,442        8,852          403               -   137,401
-   sales between businesses               15,843         2,266        2,263          182            -         (20,554)        -
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
                                           22,893        31,920       93,705        9,034          403         (20,554)  137,401
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------

Share of sales by joint ventures              543             -          331            -            -               -       874
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Equity accounted income                       441           112          182          100           58               -       893
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------

Total replacement cost
operating profit (loss)                    10,720           386        3,194          195         (348)              -    14,147
Exceptional items                             280            (1)         453         (167)           8               -       573
Inventory holding gains
(losses)                                       (1)          (61)        (445)         (96)           -               -      (603)
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Historical cost profit (loss)
before interest and tax                    10,999           324        3,202          (68)        (340)              -    14,117
                                    ------------- ------------- ------------ ------------ ------------ --------------- ---------
Capital expenditure and
acquisitions                                6,708           191        1,299        1,332          166               -     9,696


Page 25




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


12. Business and geographical analysis (concluded)




                                                               Rest of              Rest of
By geographical area                                      UK    Europe        USA     World     Eliminations      Total
                                                  ---------- --------- ---------- ---------    ------------- ----------
                                                                           ($ million)
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       323        181       576                -      1,187
                                                  ---------- --------- ---------- ---------    ------------- ----------
Equity accounted income                                   (4)      138        191       393                -        718
                                                  ---------- --------- ---------- ---------    ------------- ----------

Total replacement cost operating profit                  903     1,532      1,933     2,697                -      7,065
Exceptional items                                        (51)    1,637        534       (59)               -      2,061
Inventory holding gains (losses)                         101       310        804        88                -      1,303
                                                  ---------- --------- ---------- ---------    ------------- ----------
Historical  cost profit  before  interest and            953     3,479      3,271     2,726                -     10,429
tax
                                                  ---------- --------- ---------- ---------    ------------- ----------

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

Nine months ended September 30, 2001
Group turnover   -third parties                       26,168    22,025     67,772    21,436                -    137,401
                 -sales between areas                 10,018     6,019        885     5,190          (22,112)         -
                                                  ---------- --------- ---------- ---------    ------------- ----------
                                                      36,186    28,044     68,657    26,626          (22,112)   137,401
                                                  ---------- --------- ---------- ---------    ------------- ----------

Share of sales by joint ventures                           -         -        236       638                -        874
                                                  ---------- --------- ---------- ---------    ------------- ----------
Equity accounted income                                    5       162        222       504                -        893
                                                  ---------- --------- ---------- ---------    ------------- ----------

Total replacement cost operating profit                2,293     1,426      6,725     3,703                -     14,147
Exceptional items                                        (78)       (7)       364       294                -        573
Inventory holding gains (losses)                         (98)     (106)      (376)      (23)               -       (603)
                                                  ---------- --------- ---------- ---------    ------------- ----------
Historical  cost profit  before  interest and          2,117     1,313      6,713     3,974                -     14,117
tax
                                                  ---------- --------- ---------- ---------    ------------- ----------

Capital expenditure and acquisitions                   1,383     1,078      4,402     2,833                -      9,696


Page 26

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




                                                               Three months ended             Nine months ended
                                                                  September 30                  September 30
                                                                  (Unaudited)                    (Unaudited)
                                                              2002            2001           2002           2001
                                                           -----------------------      ------------------------
                                                                                ($ million)
13.  Analysis of changes in net debt
     Opening balance
                                                                                              
     Finance debt                                           21,409          20,498         21,417         21,190
     Less:   Cash                                            1,284           1,103          1,358          1,170
             Current asset investments                         285             563            450            661
                                                           -------        --------       --------        -------
     Opening net debt                                       19,840          18,832         19,609         19,359
                                                           -------        --------       --------        -------
     Closing balance
     Finance debt                                           22,276          20,474         22,276         20,474
     Less:   Cash                                            1,005           1,438          1,005          1,438
             Current asset investments                         285             519            285            519
                                                           -------        --------       --------        -------
     Closing net debt                                       20,986          18,517         20,986         18,517
                                                           -------        --------       --------        -------
     (Increase) decrease in net debt                        (1,146)            315         (1,377)           842
                                                           =======        ========       ========        =======

     Movement in cash/bank overdrafts                         (272)            319           (406)           304
     (Decrease) increase in current asset investments          (32)            (43)          (164)          (145)
     Net cash (inflow) outflow from financing
     (excluding share capital)                                (914)            278         (1,057)           813
     Partnership interests exchanged for BP loan notes           -               -          1,135              -
     Other movements                                            13            (102)            57            (20)
     Debt acquired                                               -               -           (999)           (47)
                                                           -------        --------       --------        -------
     Movements in net debt before exchange effects          (1,205)            452         (1,434)           905
     Exchange adjustments                                       59            (137)            57            (63)
                                                           -------        --------       --------        -------
     (Increase) decrease in net debt                        (1,146)            315         (1,377)           842
                                                           =======        ========       ========        =======





14.  Movement in BP shareholders' interest                                                $ million
                                                                                         (Unaudited)

                                                                                        
     Balance at December 31, 2001                                                           74,367
     Prior year adjustment - change in accounting policy (see Note 2)                       (9,206)
                                                                                           -------

     As restated                                                                            65,161
     Profit for the period                                                                   6,171
     Distribution to shareholders                                                           (3,977)
     Currency translation differences                                                        1,864
     Employee share schemes                                                                    178
     Share buyback                                                                            (750)
                                                                                           -------
     Balance at September 30, 2002                                                          68,647
                                                                                           =======


Page 27


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


15.  US generally accepted accounting principles


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

     (i)  Group consolidation

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

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

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

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




                                                 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                   175                (175)             -
   Exceptional items before taxation             1,794                   2          1,796
   Inventory holding gains (losses)                305                   -            305
   Interest expense                                300                 (34)           266
   Taxation                                        713                 (63)           650
   Profit for the period                         2,835                   -          2,835






                                                  Nine months ended September 30, 2002
                                                              (Unaudited)
                                              --------------------------------------------
                                                    As                             US GAAP
   Increase (decrease) in caption heading     Reported    Reclassification    Presentation
                                              --------------------------------------------
                                                            ($ million)
                                                                         
   Consolidated statement of income
   Other income                                    423                 421             844
   Share of profits of JVs and
     associated undertakings                       718                (718)              -
   Exceptional items before taxation             2,061                   -           2,061
   Inventory holding gains (losses)              1,303                   2           1,305
   Interest expense                                947                (108)            839
   Taxation                                      3,217                (187)          3,030
   Profit for the period                         6,171                   -           6,171



Page 28

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


15.  US generally accepted accounting principles - continued

     (i)  Group consolidation (concluded)



                                                  Three months ended September 30, 2001
                                                              (Unaudited)
                                              --------------------------------------------
                                                    As                             US GAAP
   Increase (decrease) in caption heading     Reported    Reclassification    Presentation
                                              --------------------------------------------
                                                            ($ million)
                                                                           
   Consolidated statement of income
   Other income                                    179                 164             343
   Share of profits of JVs and
     associated undertakings                       280                (280)              -
   Exceptional items before taxation               184                   -             184
   Inventory holding gains (losses)               (405)                  2            (403)
   Interest expense                                369                 (49)            320
   Taxation                                      1,540                 (65)          1,475
   Profit for the period                         1,588                   -           1,588





                                                  Nine months ended September 30, 2001
                                                              (Unaudited)
                                              --------------------------------------------
                                                    As                             US GAAP
   Increase (decrease) in caption heading     Reported    Reclassification    Presentation
                                              --------------------------------------------
                                                            ($ million)
                                                                           
   Consolidated statement of income
   Other income                                    486                 524          1,010
   Share of profits of JVs and                     893                (893)             -
     associated undertakings
   Exceptional items before taxation               573                   1            574
   Inventory holding gains (losses)               (603)                  1           (602)
   Interest expense                              1,256                (158)         1,098
   Taxation                                      5,664                (209)         5,455
   Profit for the period                         7,159                   -          7,159


     (ii) Income statement

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


Page 29

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

15.  US generally accepted accounting principles - continued

     (iii) Turnover

          In addition to the risk management  activities related to equity crude
          disposal,  refinery  supply and  marketing,  BP's  supply and  trading
          organization  undertakes  trading  in the full  range of  conventional
          derivative  financial and commodity  instruments and physical  cargoes
          available  in the oil  markets.  The  Group  also uses  financial  and
          commodity  derivatives  to manage  certain of its  exposures  to price
          fluctuations on natural gas and power transactions. For BP's reporting
          under UK GAAP,  contracts  for the sale  and  purchase  of crude  oil,
          refined  products,  natural gas and power,  which are held for trading
          purposes and marked-to-market, that are capable of physical settlement
          are  reported on a gross basis as turnover for sales and cost of sales
          for purchases.

          The BP entities  that engage in oil  trading,  natural gas trading and
          certain gas supply and  marketing  arrangements  and power trading are
          categorized as energy  trading  activities as defined by FASB Emerging
          Issues Task Force (EITF)  Abstract  98-10  'Accounting  for  Contracts
          Involved  in  Energy  Trading  and  Risk  Management  Activities'  and
          consequently all their activities are marked-to-market for the group's
          UK and US GAAP reporting.

          In June 2002,  the 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,
          among other things,  all gains and losses (realized and unrealized) on
          energy  trading  contracts  are  shown  net in the  income  statement,
          irrespective  of whether the  contract is  physically  or  financially
          settled.  The consensus is effective for financial  statements  issued
          for interim  periods  ending after July 15, 2002,  with prior  periods
          restated.

          The EITF is still discussing  issues regarding the reporting of energy
          trading  activities which could lead to further changes and amendments
          to the information disclosed by the Group.

          This change in accounting classification to accord with US GAAP has no
          impact on profit for the  period or on BP  shareholders'  interest  as
          adjusted to accord with US GAAP.

          The  adjustments to Group turnover and  replacement  cost of sales for
          the three months and nine months ended  September 30, 2002 and 2001 to
          accord with US GAAP are summarized below.



                                                  Three months ended September 30, 2002
                                                              (Unaudited)
                                              --------------------------------------------
                                                    As                             US GAAP
   Increase (decrease) in caption heading     Reported    Reclassification    Presentation
                                              --------------------------------------------
                                                            ($ million)
                                                                           
   Consolidated statement of income
   Group turnover                               49,054             (14,456)         34,598
   Replacement cost of sales                    43,940             (14,456)         29,484
   Profit for the period                         2,835                   -           2,835




                                                  Nine months ended September 30, 2002
                                                              (Unaudited)
                                              --------------------------------------------
                                                    As                             US GAAP
                                              Reported    Reclassification    Presentation
                                              --------------------------------------------
                                                            ($ million)
                                                                           
   Consolidated statement of income
   Group turnover                              128,999             (38,225)         90,774
   Replacement cost of sales                   112,670             (38,225)         74,445
   Profit for the period                         6,171                   -           6,171




Page 30

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


15.  US generally accepted accounting principles - continued

    (iii) Turnover (concluded)



                                                  Three months ended September 30, 2001
                                                              (Unaudited)
                                              --------------------------------------------
                                                    As                             US GAAP
                                              Reported    Reclassification    Presentation
                                              --------------------------------------------
                                                            ($ million)
                                                                           
   Consolidated statement of income
   Group turnover                               43,580             (14,241)         29,339
   Replacement cost of sales                    37,208             (14,241)         22,967
   Profit for the period                         1,588                   -           1,588




                                                  Nine months ended September 30, 2001
                                                              (Unaudited)
                                              --------------------------------------------
                                                    As                             US GAAP
                                              Reported    Reclassification    Presentation
                                              --------------------------------------------
                                                            ($ million)
                                                                           
   Consolidated statement of income
   Group turnover                              137,401             (42,775)         94,626
   Replacement cost of sales                   115,102             (42,775)         72,327
   Profit for the period                         7,159                   -           7,159


     (iv) Exceptional items

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

     (v)  Deferred taxation/business combinations

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

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



                                                            Three months ended    Nine months ended
                                                                September 30         September 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                
      Replacement cost of sales                              380           279      670         846
      Taxation                                              (321)         (517)    (495)     (1,189)
      Profit for the period                                  (59)          238     (175)        343
                                                        ========      ======== ========    ========




                                                                             At             At
                                                                        September 30,  December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                       
      Tangible assets                                                        6,948            7,032
      Deferred taxation                                                      6,882            6,789
      BP shareholders' interest                                                 66              243
                                                                         =========         ========


Page 31

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

     15.  US generally accepted accounting principles - continued

          (vi) Provisions

               UK GAAP requires  provisions for  decommissioning,  environmental
               liabilities   and  onerous   contracts  to  be  determined  on  a
               discounted  basis if the  effect  of the  time  value of money is
               material. Unwinding of 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. Under
               US GAAP (i)  environmental  liabilities are discounted only where
               the  timing  and  amounts  of  payments  are fixed  and  reliably
               determinable and (ii) provisions for decommissioning are provided
               on a  unit-of-production  basis  over  field  lives;  there is no
               corresponding tangible fixed asset.

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



                                                            Three months ended     Nine months ended
                                                                September 30         September 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                               
      Replacement cost of sales                               61            96      170         253
      Interest expense                                       (43)          (47)    (128)       (150)
      Taxation                                                (8)          (20)     (24)        (68)
      Profit for the period                                  (10)          (29)     (18)        (35)
                                                        ========      ======== ========    ========





                                                                             At             At
                                                                        September 30,  December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                       
      Tangible assets                                                         (877)           (785)
      Provisions                                                               772             780
      Deferred taxation                                                       (540)           (511)
      BP shareholders' interest                                             (1,109)         (1,054)
                                                                          ========        ========


Page 32

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


15.  US generally accepted accounting principles - continued

     (vii)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.

          A provision was  recognized  under UK GAAP in 1999 to cover the likely
          shortfall  on  rental  income  from   subletting  the  Chicago  office
          building. As the original sale and leaseback was not treated as a sale
          for US GAAP the  provision  has been  reversed  for US GAAP. A further
          provision has been  recognized  in 2002 under UK GAAP,  which has also
          been reversed for US GAAP.

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

          The adjustments to profit for the year 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)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                   
      Replacement cost of sales                              (51)            8     (44)          45
      Taxation                                                18            (4)     16           (2)
      Profit for the period                                   33            (4)     28          (43)
                                                        ========      ======== ========    ========




                                                                             At             At
                                                                        September 30,  December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                       
      Tangible assets                                                          164             171
      Other accounts payable and accrued liabilities                            27              30
      Provisions                                                              (116)            (65)
      Finance debt                                                             413             413
      Deferred taxation                                                        (55)            (73)
      BP shareholders' interest                                               (105)           (134)
                                                                          ========        ========


     (viii)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.


Page 33



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

15. US generally accepted accounting principles - continued

     (viii)Goodwill and intangible assets (continued)

          The  adjustments  to  profit  for  the  year  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)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                   
      Replacement cost of sales                             (334)         (15)    (977)         (45)
      Taxation                                                 -            -        -            -
      Profit for the period                                  334           15      977           45
                                                        ========      ======== ========    ========




                                                                             At             At
                                                                        September 30,  December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                       
      Intangible assets                                                       (422)         (1,414)
      Deferred taxation                                                          -               -
      BP shareholders' interest                                               (422)         (1,414)
                                                                          ========        ========


          Profit for the period,  as  adjusted  to accord with US GAAP,  for the
          three month and nine month periods ended September 30, 2001,  adjusted
          to exclude amortization of goodwill no longer being amortized pursuant
          to SFAS 142 is shown below.



                                                            Three months ended     Nine months ended
                                                            September 30, 2001    September 30, 2001
                                                                (Unaudited)           (Unaudited)
                                                            ------------------    ------------------
                                                                           ($ million)
                                                                                     

      Profit for the period as adjusted to accord with
      US GAAP, as reported                                               1,417                 6,938
      Add back goodwill amortization                                       295                   916
                                                                       -------                ------
      Profit for the period as adjusted to
      accord with US GAAP, as adjusted                                   1,712                 7,854
                                                                       -------                ------

      Per ordinary share - cents
         Basic - as reported                                              6.32                 30.91
         Adjustment                                                       1.32                  4.08
                                                                       -------                ------
         Basic - as adjusted                                              7.64                 34.99
                                                                       -------                ------

         Diluted - as reported                                            6.29                 30.71
         Adjustment                                                       1.31                  4.05
                                                                       -------                ------
         Diluted - as adjusted                                            7.60                 34.76
                                                                       -------                ------

      Per American Depositary Share - cents
         Basic - as reported                                             37.92                185.46
         Adjustment                                                       7.92                 24.48
                                                                       -------                ------
         Basic - as adjusted                                             45.84                209.94
                                                                       -------                ------

         Diluted - as reported                                           37.74                184.26
         Adjustment                                                       7.86                 24.30
                                                                       -------                ------
         Diluted - as adjusted                                           45.60                208.56
                                                                       -------                ------


Page 34

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


15.  US generally accepted accounting principles - continued

     (viii)Goodwill and intangible assets (concluded)

          Changes to  exploration  expenditure,  goodwill  and other  intangible
          assets,  as adjusted to accord with US GAAP,  during the three  months
          ended September 30, 2002 are shown below.



                              Exploration                      Other
                              expenditure     Goodwill   intangibles     Total
                              ------------------------------------------------
                                               ($ million)
                                                            
Net book amount
At January 1, 2002                  5,334        9,453           288     15,075
Amortization expense                 (261)           -           (53)      (314)
Other movements                       219          225           275        719
                                    -------------------------------------------
At September 30, 2002               5,292        9,678           510     15,480
                                    ===========================================


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

          During  the  second  quarter  of 2002 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.

     (ix) Derivative financial instruments and hedging activities

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

          SFAS 133, as amended,  requires  that all  derivative  instruments  be
          recorded on the balance sheet at their fair value. Changes in the fair
          value of derivatives  are recorded each period in current  earnings or
          other  comprehensive  income,  depending  on whether a  derivative  is
          designated as part of a hedge  transaction  and, if it is, the type of
          hedge  transaction.  To the extent 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.  For these  derivatives,  the
          cumulative effect of adopting SFAS 133 resulted in a pre-tax charge to
          income,  as  adjusted  to accord  with US GAAP,  of $27  million  ($18
          million  after  tax).  Under  US GAAP the fair  values  of  derivative
          financial  instruments  are shown as current assets and liabilities as
          appropriate.

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

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

Page 35



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


15.  US generally accepted accounting principles - continued

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



                                                            Three months ended     Nine months ended
                                                                September 30         September 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                   
      Replacement cost of sales                               71            73     (896)        271
      Taxation                                               (14)          (25)     332         (95)
      Profit for the  period  before cumulative
      effect of accounting change                            (57)          (48)     564        (176)
      Cumulative effect of accounting
      change, net of taxation                                  -          (344)       -        (362)
      Profit for the period                                  (57)         (392)     564        (538)
                                                        ========      ======== ========    ========




                                                                             At             At
                                                                        September 30,  December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                       
      Accounts payable and accrued liabilities                                 142           1,038
      Deferred taxation                                                        (31)           (363)
      BP shareholders' interest                                               (111)           (675)
                                                                          ========         ========


     (x)  Gain arising on asset exchange

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

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



                                                            Three months ended     Nine months ended
                                                                September 30         September 30
      Increase (decrease) in caption heading                   (Unaudited)            (Unaudited)
                                                            2002          2001     2002        2001
                                                          --------------------     ----------------
                                                                           ($ million)
                                                                                     
      Replacement cost of sales                                6             -       21           -
      Taxation                                                (2)            -       (7)          -
      Profit for the period                                   (4)            -      (14)          -
                                                        ========      ======== ========    ========




                                                                             At             At
                                                                        September 30,  December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                        
      Intangible assets                                                        172             188
      Accounts payable and accrued liabilities                                 (52)            (54)
      Deferred taxation                                                         78              85
      BP shareholders' interest                                                146             157
                                                                          ========        ========



Page 36

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


15. US generally accepted accounting principles - continued

     (xi) 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,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                        
      Fixed assets - Investments                                              (188)           (266)
      BP shareholders' interest                                               (188)           (266)
                                                                          ========        ========


     (xii)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,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                        
      Other accounts payable and accrued liabilities                        (1,340)         (1,288)
      BP shareholders' interest                                              1,340           1,288
                                                                          ========        ========


     (xiii)Investments

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

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



                                                                             At             At
                                                                        September 30,  December 31,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                        
      Fixed assets - Investments                                               169              (3)
      Deferred taxation                                                         59              (1)
      BP shareholders' interest                                                110              (2)
                                                                          ========        ========



Page 37

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

15.  US generally accepted accounting principles - continued

     (xiv)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,
                                                                            2002           2001
                                                                        (Unaudited)
                                                                         ---------      -----------
                                                                                 ($ million)
                                                                                        
      Intangible assets                                                        112             112
      Other receivables falling due after more than one year                (1,015)         (1,015)
      year
      Noncurrent liabilities - accounts payable accrued liabilities            548             548
      Deferred taxation                                                       (509)           (509)
      BP shareholders' interest                                               (942)           (942)
                                                                          ========        ========



Page 38

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


15.  US generally accepted accounting principles - continued

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

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



     Profit for the period                                       Three months ended        Nine months ended
                                                                    September 30             September 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001(a)     2002        2001(a)
                                                                 ------------------        ----------------
                                                                                  ($ million)
                                                                                    
   Profit as reported in the consolidated
   statement of income                                          2,835         1,588       6,171       7,159

   Adjustments:
   Deferred taxation/business combinations (v)                    (59)          238        (175)        343
   Provisions (vi)                                                (10)          (29)        (18)        (35)
   Sale and leaseback (vii)                                        33            (4)         28         (43)
   Goodwill (viii)                                                334            15         977          45
   Derivative financial instruments (ix)                          (57)          (48)        564        (176)
   Gain arising on asset exchange (x)                              (4)            -         (14)          -
   Other                                                            2             1           8           7
                                                               ------        ------      ------      ------
                                                                  239           173       1,370         141
                                                               ------        ------      ------      ------
   Profit for the period before cumulative effect
   of accounting change as adjusted to accord with US GAAP      3,074         1,761       7,541       7,300

   Cumulative effect of accounting change:
      Derivative financial instruments (ix)                         -          (344)          -        (362)
                                                               ------        ------      ------      ------
   Profit for the period as adjusted  to accord with US GAAP    3,074         1,417       7,541       6,938
                                                              =======       =======     =======     =======
   Profit for the period as adjusted:
   Per ordinary share - cents
      Basic - before cumulative effect of accounting change     13.72          7.85       33.64       32.52
      Cumulative effect of accounting change                        -         (1.53)          -       (1.61)
                                                               ------        ------      ------      ------
                                                                13.72          6.32       33.64       30.91
                                                               ------        ------      ------      ------
      Diluted - before cumulative effect of
      accounting change                                         13.66          7.81       33.47       32.31
      Cumulative effect of accounting change                        -         (1.52)          -       (1.60)
                                                               ------        ------      ------      ------
                                                                13.66          6.29       33.47       30.71
                                                               ------        ------      ------      ------
   Per American Depositary Share - cents (b)
      Basic - before cumulative effect of accounting change     82.32         47.10      201.84      195.12
      Cumulative effect of accounting change                        -         (9.18)          -       (9.66)
                                                               ------        ------      ------      ------
                                                                82.32         37.92      201.84      185.46
                                                               ------        ------      ------      ------

      Diluted - before cumulative effect of
      accounting change                                         81.96         46.86      200.82      193.86
      Cumulative effect of accounting change                        -         (9.12)          -       (9.60)
                                                               ------        ------      ------      ------
                                                                81.96         37.74      200.82      184.26
                                                               ------        ------      ------      ------


Page 39

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


15.  US generally accepted accounting principles - continued




   BP shareholders' interest              September 30, 2002   December 31, 2001 (a)
                                             (Unaudited)
                                          --------------------------------------
                                                         ($ million)
                                                                   
BP shareholders' interest as reported
in the consolidated balance sheet                    68,647               65,161

Adjustments:
  Deferred taxation/business combinations (v)            66                  243
  Provisions (vi)                                    (1,109)              (1,054)
  Sale and leaseback (vii)                             (105)                (134)
  Goodwill (viii)                                      (422)              (1,414)
  Derivative financial instruments (ix)                (111)                (675)
  Gain arising on asset exchange (x)                    146                  157
  Ordinary shares held for future
  awards to employees  (xi)                            (188)                (266)
  Dividends (xii)                                     1,340                1,288
  Investments (xiii)                                    110                   (2)
  Additional  minimum pension liability (xiv)          (942)                (942)
  Other                                                 (47)                 (40)
                                                    -------              -------
                                                     (1,262)              (2,839)
                                                    -------              -------
BP shareholders' interest as adjusted
to accord with US GAAP                               67,385               62,322
                                                    =======              =======


(a)  The  profit  reported  under UK GAAP for the  three  month  and nine  month
     periods ended  September 30, 2001 and BP  shareholders'  interest  reported
     under UK GAAP at  December  31,  2001 have been  restated  to  reflect  the
     adoption of FRS 19.  Consequently  certain of the  adjustments in the UK/US
     GAAP  reconciliation  have also been restated.  Profit and BP shareholders'
     interest,  as  adjusted  to  accord  with US GAAP,  are  unaffected  by the
     adoption of FRS 19.

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

     Earnings per share

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



                                           Three months ended        Nine months ended
                                              September 30              September 30
                                              (Unaudited)               (Unaudited)
                                           2002         2001         2002         2001
                                     ------------------------  -----------------------
                                                     (shares thousands)
                                                               
   Weighted average number of
     ordinary shares                 22,408,297   22,425,374   22,412,655   22,449,041
   Ordinary shares issuable under
     employee share schemes              96,998      133,365      113,159      141,945
                                     ----------   ----------   ----------   ----------
                                     22,505,295   22,558,739   22,525,814   22,590,986
                                     ==========   ==========   ==========   ==========



Page 40

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


15.  US generally accepted accounting principles - continued

     Comprehensive income

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



                                                                 Three months ended        Nine months ended
                                                                    September 30             September 30
                                                                    (Unaudited)               (Unaudited)
                                                                 2002          2001(a)     2002        2001(a)
                                                                 ------------------        ----------------
                                                                                  ($ million)
                                                                                         
   Profit for the period as adjusted to accord
   with US GAAP                                                 3,074         1,417       7,541       6,938
   Currency translation differences                               279         1,007       1,864        (592)
   Derivative financial instruments                                 -            (7)          -           8
   Net unrealized gain on investments                             (69)         (195)        112          74
   Additional minimum pension liability                             -             -           -           -
                                                               ------        ------      ------      ------
   Comprehensive income                                         3,284         2,222       9,517       6,428
                                                               ======        ======      ======      ======


     Accumulated other  comprehensive  income at September 30, 2002 and December
     31,  2001  comprised   losses  of  $3,758   million  and  $5,734   million,
     respectively.

     Consolidated statement of cash flows

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

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

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

Page 41

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

15.  US generally accepted accounting principles - continued

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



                                                                       Three months ended      Nine months ended
                                                                          September 30             September 30
                                                                           (Unaudited)             (Unaudited)
                                                                        2002        2001        2002        2001
                                                                       -----------------       -----------------
                                                                                      ($ million)
                                                                                              
     Operating activities
     Profit after taxation                                             2,843       1,600       6,265       7,197
     Adjustments to reconcile profits after tax to
     net cash provided by operating activities
     Depreciation and amounts provided                                 3,506       2,104       7,886       6,401
     Exploration expenditure written off                                  55          23         261         153
     Share of profits of joint ventures and associated
     undertakings less dividends received                                 51          17          11          (8)
     (Profit) loss on sale of businesses and fixed assets             (1,796)       (184)     (2,061)       (573)
     Working capital movement (a)                                     (1,002)        561      (2,323)       (768)
     Deferred Taxation                                                   250         334       1,181       1,083
     Other                                                              (191)       (151)       (247)        (53)
                                                                     -------     -------     -------     -------
     Net cash provided by operating activities                         3,716       4,304      10,973      13,432
                                                                     -------     -------     -------     -------

     Investing activities
     Capital expenditures                                             (3,007)     (2,952)     (8,639)     (8,600)
     Acquisitions, net of cash acquired                               (2,607)        (48)     (4,296)       (608)
     Investment in associated undertakings                              (125)       (139)       (756)       (407)
     Net investment in joint ventures                                    (23)       (144)       (137)       (277)
     Proceeds from disposal of assets                                  2,881       1,131       5,752       2,057
                                                                     -------     -------     -------     -------
     Net cash used in investing activities                            (2,881)     (2,152)     (8,076)     (7,835)
                                                                     -------     -------     -------     -------

     Financing activities
     Proceeds from shares issued (repurchased)                          (695)       (352)       (572)     (1,014)
     Proceeds from long-term financing                                   558           7       3,056       1,029
     Repayments of long-term financing                                  (567)       (988)     (1,464)     (2,168)
     Net decrease (increase) in short-term debt                          923         703        (535)        326
     Dividends paid - BP Shareholders                                 (1,346)     (1,235)     (3,924)     (3,595)
                    - Minority shareholders                              (13)        (11)        (29)        (16)
                                                                     -------     -------     -------     -------
     Net cash used in financing activities                            (1,140)     (1,876)     (3,468)     (5,438)
                                                                     -------     -------     -------     -------
     Currency translation differences relating to cash
     and cash equivalents                                                 26          15          53         (33)
                                                                     -------     -------     -------     -------
     Increase (decrease) in cash and cash equivalents                   (279)        291        (518)        126
     Cash and cash equivalents at beginning of period                  1,569       1,666       1,808       1,831
                                                                     -------     -------     -------     -------
     Cash and cash equivalents at end of period                        1,290       1,957       1,290       1,957
                                                                     =======     =======     =======     =======

     (a)  Working capital:
     Inventories (increase) decrease                                    (155)        135      (1,458)        122
     Receivables (increase) decrease                                    (345)      2,249      (2,479)        703
     Current liabilities - excluding finance debt
     increase (decrease)                                                (502)     (1,823)      1,614      (1,593)
                                                                     -------     -------     -------     -------
                                                                      (1,002)        561      (2,323)       (768)
                                                                     =======     =======     =======     =======


Page 42

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

15.  US generally accepted accounting principles - continued

     Impact of new US accounting standards

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

     The adoption of SFAS 141 and SFAS 144 had no impact on profit,  as adjusted
     to accord with US GAAP,  for the three month and nine month  periods  ended
     September 30, 2002 or on BP shareholders'  interest,  as adjusted to accord
     with US GAAP, at September 30, 2002.

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

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

     Costs associated with exit or disposal  activities:  In June 2002, the FASB
     issued Statement of Financial  Accounting Standards No. 146 `Accounting for
     Costs  Associated  with Exit or Disposal  Activities'  (SFAS 146). SFAS 146
     requires  that a liability  for costs  associated  with an exit or disposal
     activity be recognized only when the liability is incurred,  rather than at
     the date of an entity's  commitment to an exit plan. SFAS 146 requires that
     the  liability be initially  measured at fair value.  SFAS 146 is effective
     for exit or disposal activities that are initiated after December 31, 2002.
     The Company has not yet  determined  the effect of adopting SFAS 146 on its
     results of operations or shareholders'  interest as adjusted to accord with
     US GAAP.

     Contracts involved in energy trading activities:  In October 2002, the 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)  that  are
     accounted  for at fair  value  pursuant  to EITF  98-10  will no  longer be
     accounted for at fair value upon application of the consensus. Rather, such
     contracts will be accounted for as executory contacts on an accrual basis.

     The consensus is applicable  for all contracts  executed  after October 25,
     2002.  Application of the consensus to existing contracts 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  Company  has  not  yet
     determined  the  effect  of  adopting  this  consensus  on its  results  of
     operations or shareholders' interest as adjusted to accord with US GAAP.

Page 43

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

15.  US generally accepted accounting principles - concluded

     Impact of new UK accounting standards

     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.  The Company has not yet completed its
     evaluation  of the  impact of  adopting  FRS 17 on the  Group's  results of
     operations,  and  there  will  be no  significant  effect  on  the  Group's
     financial position.

     In July 2002, the UK Accounting Standards Board issued a proposed amendment
     to FRS17, which would defer 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.

16.  Condensed consolidating information

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

Page 44

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


16. Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement                             Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended September 30, 2002

Turnover                                            635               -           49,558                 (635)     49,558
Less: Joint ventures                                  -               -              504                    -         504
                                                 ------          ------           ------               ------      ------

Group turnover                                      635               -           49,054                 (635)     49,054
Replacement cost of sales                           427               -           44,159                 (646)     43,940
Production taxes                                     49               -              301                    -         350
                                                 ------          ------           ------               ------      ------

Gross profit                                        159               -            4,594                   11       4,764
Distribution and administration expenses              -              77            3,137                    -       3,214
Exploration expense                                   3               -              116                    -         119
                                                 ------          ------           ------               ------      ------

                                                    156             (77)           1,341                   11       1,431
Other income                                          5             192               92                 (138)        151
                                                 ------          ------           ------               ------      ------

Group replacement cost operating profit             161             115            1,433                 (127)      1,582
Share of profits of joint ventures                    -               -              104                    -         104
Share of profits of associated undertakings           -               -               71                    -          71
Equity accounted income of subsidiaries              45           1,761                -               (1,806)          -
                                                 ------          ------           ------               ------      ------

Total replacement cost operating profit             206           1,876            1,608               (1,933)      1,757
Profit (loss) on sale of fixed assets
  and businesses or termination of operations         -           1,794            1,769               (1,769)      1,794
                                                 ------          ------           ------               ------      ------

Replacement cost profit before
  interest and tax                                  206           3,670            3,377               (3,702)      3,551
Inventory holding gains (losses)                      4             305              305                 (309)        305
                                                 ------          ------           ------               ------      ------

Historical cost 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                       -               -                8                    -           8
                                                 ------          ------           ------               ------      ------
Profit for the period                               132           2,835            2,592               (2,724)      2,835
                                                 ======          ======           ======               ======      ======



Page 45

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

16.  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            2,592                (2,724)     2,835

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            2,841               (2,951)      3,074
                                                 ======          ======           ======               ======      ======



Page 46

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


16. Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended September 30, 2001

Turnover                                            300               -           43,886                 (300)     43,886
Less: Joint ventures                                  -               -              306                    -         306
                                                 ------          ------           ------               ------      ------
Group turnover                                      300               -           43,580                 (300)     43,580
Replacement cost of sales                           231               -           37,286                 (309)     37,208
Production taxes                                     44               -              293                    -         337
                                                 ------          ------           ------               ------      ------

Gross profit                                         25               -            6,001                    9       6,035
Distribution and administration expenses              -              (2)           2,680                    -       2,678
Exploration expense                                   5               -               81                    -          86
                                                 ------          ------           ------               ------      ------
                                                     20               2            3,240                    9       3,271

Other income                                          -             368              178                 (367)        179
                                                 ------          ------           ------               ------      ------

Group replacement cost operating profit              20             370            3,418                 (358)      3,450
Share of profits of joint ventures                    -               -              125                    -         125
Share of profits of associated undertakings           -               -              155                    -         155
Equity accounted income of subsidiaries             337           3,714                -               (4,051)          -
                                                 ------          ------           ------               ------      ------

Total replacement cost operating profit             357           4,084            3,698               (4,409)      3,730
Profit (loss) on sale of fixed assets
  and businesses or termination of operations         -             184              184                 (184)        184
                                                 ------          ------           ------               ------      ------

Replacement cost profit before
  interest and tax                                  357           4,268            3,882               (4,593)      3,914
Inventory holding gains (losses)                     (6)           (405)            (405)                 411        (405)
                                                 ------          ------           ------               ------      ------

Historical cost profit before
  interest and tax                                  351           3,863            3,477               (4,182)      3,509
Interest expense                                      8             735              741               (1,115)        369
                                                 ------          ------           ------               ------      ------

Profit before taxation                              343           3,128            2,736               (3,067)      3,140
Taxation                                             45           1,540            1,581               (1,626)      1,540
                                                 ------          ------           ------               ------      ------

Profit after taxation                               298           1,588            1,155               (1,441)      1,600
Minority shareholders' interest                      -                -               12                    -          12
                                                 ------          ------           ------               ------      ------
Profit for the period                               298           1,588            1,143               (1,441)      1,588
                                                 ======          ======           ======               ======      ======



Page 47

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


16. 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, 2001

Profit as reported                                  298           1,588            1,143               (1,441)      1,588

Adjustments:

   Deferred taxation/business combinations           (4)            238              224                 (220)        238
   Provisions                                        (1)            (29)             (29)                  30         (29)
   Sale and leaseback                                 -              (4)              (4)                   4          (4)
   Goodwill                                           -              15               15                  (15)         15
   Derivative financial instruments                   -             (48)             (48)                  48         (48)
   Gain arising on asset exchange                     -               -                -                    -           -
   Other                                              -               1                1                   (1)          1
                                                 ------          ------           ------               ------      ------

Profit for the period before cumulative
  effect of accounting change as adjusted
  to accord with US GAAP                            293           1,761            1,302               (1,595)      1,761

    Cumulative effect of accounting change:
    Derivative financial instruments                  -            (344)            (344)                 344        (344)
                                                 ------          ------           ------               ------      ------
Profit for the period as adjusted to
  accord with US GAAP                               293           1,417              958               (1,251)      1,417
                                                 ======          ======           ======               ======      ======



Page 48

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


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Nine months ended September 30, 2002

Turnover                                          1,729               -          130,122               (1,665)    130,186
Less: Joint ventures                                  -               -            1,187                    -       1,187
                                                 ------          ------           ------               ------      ------

Group turnover                                    1,729               -          128,935               (1,665)    128,999
Replacement cost of sales                         1,047               -          113,318               (1,695)    112,670
Production taxes                                    146               -              766                    -         912
                                                 ------          ------           ------               ------      ------

Gross profit                                        536               -           14,851                   30      15,417
Distribution and administration expenses              -             403            8,625                    -       9,028
Exploration expense                                  16               -              449                    -         465
                                                 ------          ------           ------               ------      ------

                                                    520            (403)           5,777                   30       5,924
Other income                                         26             500              254                 (357)        423
                                                 ------          ------           ------               ------      ------

Group replacement cost operating profit             546              97            6,031                 (327)      6,347
Share of profits of joint ventures                    -               -              263                    -         263
Share of profits of associated undertakings           -               -              455                    -         455
Equity accounted income of subsidiaries             145           7,201                -               (7,346)          -
                                                 ------          ------           ------               ------      ------

Total replacement cost operating profit             691           7,298            6,749               (7,673)      7,065
Profit (loss) on sale of fixed assets
  and businesses or termination of operations         -           2,898            2,873               (3,710)      2,061
                                                 ------          ------           ------               ------      ------

Replacement cost profit before
  interest and tax                                  691          10,196            9,622              (11,383)      9,126

Inventory holding gains (losses)                      9           1,303            1,303               (1,312)      1,303
                                                 ------          ------           ------               ------      ------

Historical cost profit before
  interest and tax                                  700          11,499           10,925              (12,695)     10,429
Interest expense                                     63           1,274            1,176               (1,566)        947
                                                 ------          ------           ------               ------      ------

Profit before taxation                              637          10,225            9,749              (11,129)       9,482
Taxation                                            232           3,217            3,018               (3,250)       3,217
                                                 ------          ------           ------               ------      ------

Profit after taxation                               405           7,008            6,731               (7,879)      6,265
Minority shareholders' interest                       -               -               94                    -          94
                                                 ------          ------           ------               ------      ------
Profit for the period                               405           7,008            6,637               (7,879)      6,171
                                                 ======          ======           ======               ======




Page 49

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


16.  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, 2002

Profit as reported                                  405           7,008            6,637               (7,879)      6,171

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            8,060               (9,214)      7,541
                                                 ======          ======           ======               ======      ======



Page 50

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


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
Income statement (continued)                 Exploration                           Other                   and         BP
                                            (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Nine months ended September 30, 2001

Turnover                                          1,428               -          138,275               (1,428)    138,275
Less: Joint ventures                                  -               -              874                    -         874
                                                 ------          ------           ------               ------      ------

Group turnover                                    1,428               -          137,401               (1,428)    137,401
Replacement cost of sales                           753               -          115,801               (1,452)    115,102
Production taxes                                    153               -            1,200                    -       1,353
                                                 ------          ------           ------               ------      ------

Gross profit                                        522               -           20,400                   24      20,946
Distribution and administration expenses              -             115            7,727                    -       7,842
Exploration expense                                  17               -              319                    -         336
                                                 ------          ------           ------               ------      ------

                                                    505            (115)          12,354                   24      12,768

Other income                                          -           1,069              485               (1,068)        486
                                                 ------          ------           ------               ------      ------

Group replacement cost operating profit             505             954           12,839               (1,044)     13,254
Share of profits of joint ventures                    -               -              352                    -         352
Share of profits of associated undertakings           -               -              541                    -         541
Equity accounted income of subsidiaries             610          14,207                -              (14,817)          -
                                                 ------          ------           ------               ------      ------

Total replacement cost operating profit           1,115          15,161           13,732              (15,861)     14,147
Profit (loss) on sale of fixed assets
  and businesses or termination of operations         1             573              572                 (573)        573
                                                 ------          ------           ------               ------      ------

Replacement cost profit before
  interest and tax                                1,116          15,734           14,304              (16,434)     14,720
Inventory holding gains (losses)                    (12)           (603)            (603)                 615        (603)
                                                 ------          ------           ------               ------      ------

Historical cost profit before
  interest and tax                                1,104          15,131           13,701              (15,819)     14,117
Interest expense                                     27           2,308            2,324               (3,403)      1,256
                                                 ------          ------           ------               ------      ------

Profit before taxation                            1,077          12,823           11,377              (12,416)     12,861
Taxation                                            363           5,664            5,581               (5,944)      5,664
                                                 ------          ------           ------               ------      ------

Profit after taxation                               714           7,159            5,796               (6,472)      7,197
Minority shareholders' interest                       -               -               38                    -          38
                                                 ------          ------           ------               ------      ------
Profit for the period                               714           7,159            5,758               (6,472)      7,159
                                                 ======          ======           ======               ======      ======



Page 51

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


16.  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, 2001

Profit as reported                                  714           7,159            5,758               (6,472)      7,159

Adjustments:

   Deferred taxation/business combinations           20             343              322                 (342)        343
   Provisions                                        (3)            (35)             (32)                  35         (35)
   Sale and leaseback                                 -             (43)             (43)                  43         (43)
   Goodwill                                           -              45               45                  (45)         45
   Derivative financial instruments                   -            (176)            (176)                 176        (176)
   Gain arising on asset exchange                     -               -                -                    -           -
   Other                                              -               7                7                   (7)          7
                                                 ------          ------           ------               ------      ------

Profit for the period before cumulative
  effect of accounting change as adjusted
  to accord with US GAAP                            731           7,300            5,881               (6,612)      7,300

    Cumulative effect of accounting change:
    Derivative financial instruments                  -            (362)            (362)                 362        (362)
                                                 ------          ------           ------               ------      ------
Profit for the period as adjusted to
  accord with US GAAP                               731           6,938            5,519               (6,250)      6,938
                                                 ======          ======           ======               ======      ======




Page 52

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


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Balance sheet                               (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
At September 30, 2002

Fixed assets
Intangible assets                                   518               -           15,384                    -      15,902
Tangible assets                                   6,391               -           79,130                    -      85,521
Investments
   Subsidiaries - equity accounted basis          1,926          84,781                -              (86,707)          -
   Other                                              -             191           11,455                    -      11,646
                                                 ------          ------           ------               ------      ------
                                                  1,926          84,972           11,455              (86,707)     11,646
                                                 ------          ------           ------               ------      ------
Total fixed assets                                8,835          84,972          105,969              (86,707)    113,069
                                                 ------          ------           ------               ------      ------

Current assets
Inventories                                          85               -            9,832                    -       9,917
Receivables                                      16,970          22,661           52,454              (60,304)     31,781
Investments                                           -               -              285                    -         285
Cash at bank and in hand                            (11)              3            1,013                    -       1,005
                                                 ------          ------           ------               ------      ------
                                                 17,044          22,664           63,584              (60,304)     42,988
                                                 ------          ------           ------               ------      ------

Current liabilities
- falling due within one year
Finance debt                                      1,874               -           10,527               (1,819)     10,582
Accounts payable and accrued liabilities            486          12,631           34,481              (12,728)     34,870
                                                 ------          ------           ------               ------      ------
Net current assets (liabilities)                 14,684          10,033           18,576              (45,757)     (2,464)
                                                 ------          ------           ------               ------      ------

Total assets less current liabilities            23,519          95,005          124,545             (132,464)    110,605
Noncurrent liabilities

Finance debt                                          -               -           11,694                    -      11,694
Accounts payable and accrued liabilities         10,371             155           38,492              (45,757)      3,261

Provisions for liabilities and charges
Deferred taxation                                 1,707               -           11,684                    -      13,391

Other provisions                                    436             153           12,467                    -      13,056
                                                 ------          ------           ------               ------      ------
Net assets                                       11,005          94,697           50,208              (86,707)     69,203
Minority shareholders' interest                       -               -              556                    -         556
                                                 ------          ------           ------               ------      ------
BP shareholders' interest                        11,005          94,697           49,652              (86,707)     68,647
                                                 ======          ======           ======               ======      ======



Page 53

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


16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Balance sheet (continued)                   (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
At September 30, 2002

Capital and reserves
Capital shares                                    1,050           5,615                -               (1,050)      5,615
Paid in surplus                                   3,145           4,226                -               (3,145)      4,226
Merger reserve                                        -          26,332              697                    -      27,029
Other reserves                                        -             177                -                    -         177
Retained earnings                                 6,810          58,347           48,955              (82,512)     31,600
                                                 ------          ------           ------               ------      ------
                                                 11,005          94,697           49,652              (86,707)     68,647
                                                 ======          ======           ======               ======      ======



     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               11,005          94,697           49,652              (86,707)     68,647

Adjustments:

   Deferred taxation/business combinations          106              66              (29)                 (77)         66
   Provisions                                      (179)         (1,109)            (932)               1,111      (1,109)
   Sale and leaseback                                 -            (105)            (105)                 105        (105)
   Goodwill                                           -            (422)            (422)                 422        (422)
   Derivative financial instruments                   -            (111)            (111)                 111        (111)
   Gain arising on asset exchange                     -             146              146                 (146)        146
   Ordinary shares held for future
   awards to employees                                -            (188)               -                    -        (188)
   Quarterly dividend                                 -           1,340                -                    -       1,340
   Investments                                        -             110              110                 (110)        110
   Additional minimum pension liability               -            (942)            (942)                 942        (942)
   Other                                              -             (47)             (47)                  47         (47)
                                                 ------          ------           ------               ------      ------
Shareholders' interest as adjusted
  to accord with US GAAP                         10,932          93,435           47,320              (84,302)     67,385
                                                 ======          ======           ======               ======      ======



Page 54

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


16.  Condensed consolidating information - continued



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

Fixed assets
Intangible assets                                   489               -           16,000                    -      16,489
Tangible assets                                   6,418               -           70,992                    -      77,410
Investments
   Subsidiaries - equity accounted basis          1,846          76,877                -              (78,723)          -
   Other                                              -             269           11,694                    -      11,963
                                                 ------          ------           ------               ------      ------
                                                  1,846          77,146           11,694              (78,723)     11,963
                                                 ------          ------           ------               ------      ------
Total fixed assets                                8,753          77,146           98,686              (78,723)    105,862
                                                 ------          ------           ------               ------      ------
Current assets
Inventories                                          92               -            7,539                    -       7,631
Receivables                                      15,333          21,272           41,858              (51,794)     26,669
Investments                                           -               -              450                    -         450
Cash at bank and in hand                            (29)              3            1,384                    -       1,358
                                                 ------          ------           ------               ------      ------
                                                 15,396          21,275           51,231              (51,794)     36,108
                                                 ------          ------           ------               ------      ------
Current liabilities - falling due within
  one year
Finance debt                                        406               -            9,035                 (351)      9,090
Accounts payable and accrued liabilities            260           7,642           27,797               (7,175)     28,524
                                                 ------          ------           ------               ------      ------
Net current assets (liabilities)                 14,730          13,633           14,399              (44,268)     (1,506)
                                                 ------          ------           ------               ------      ------
Total assets less current liabilities            23,483          90,779          113,085             (122,991)    104,356
Noncurrent liabilities
Finance debt                                          -               -           12,327                    -      12,327
Accounts payable and accrued liabilities         10,795             191           36,433              (44,333)      3,086
Provisions for liabilities and charges
Deferred taxation                                 1,668               -           11,702               (1,668)     11,702
Other provisions                                    392             216           10,879                   (5)     11,482
                                                 ------          ------           ------               ------      ------
Net assets                                       10,628          90,372           41,744              (76,985)     65,759
Minority shareholders' interest                       -               -              598                    -         598
                                                 ------          ------           ------               ------      ------
BP shareholders' interest                        10,628          90,372           41,146              (76,985)     65,161
                                                 ======          ======           ======               ======      ======



Page 55

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


16. Condensed consolidating information - continued



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

Capital and reserves
Capital shares                                    1,050           5,629                -               (1,050)      5,629
Paid in surplus                                   3,145           4,014                -               (3,145)      4,014
Merger reserve                                        -          26,286              697                    -      26,983
Other reserves                                        -             223                -                    -         223
Retained earnings                                 6,433          54,220           40,449              (72,790)     28,312
                                                 ------          ------           ------               ------      ------
                                                 10,628          90,372           41,146              (76,985)     65,161
                                                 ======          ======           ======               ======      ======



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



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

Shareholders' interest as reported               10,628          90,372           41,146              (76,985)     65,161

Adjustments:

   Deferred taxation/business combinations          203             243               86                 (289)        243
   Provisions                                      (186)         (1,054)            (869)               1,055      (1,054)
   Sale and leaseback                                 -            (134)            (134)                 134        (134)
   Goodwill                                           -          (1,414)          (1,414)               1,414      (1,414)
   Derivative financial instruments                   -            (675)            (675)                 675        (675)
   Gain arising on asset exchange                     -             157              157                 (157)        157
   Ordinary shares held for future
   awards to employees                                -            (266)               -                    -        (266)
   Quarterly dividend                                 -           1,288                -                    -       1,288
   Investments                                        -              (2)              (2)                   2          (2)
   Additional minimum pension liability               -            (942)            (942)                 942        (942)
   Other                                              -             (40)             (40)                  40         (40)
                                                 ------          ------           ------               ------      ------
Shareholders' interest as adjusted
  to accord with US GAAP                         10,645          87,533           37,313              (73,169)     62,322
                                                 ======          ======           ======               ======      ======



Page 56

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


16. Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Cash flow statement                         (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended September 30, 2002

Net cash inflow (outflow) from
  operating activities                              119           1,955           2,239                    63       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            (164)                  (63)       (164)
Tax (paid) refund                                   (29)             (1)           (631)                    -        (661)
Net cash inflow (outflow) for capital              (139)             25          (2,378)                    -      (2,492)
  expenditure and financial investment
Net cash inflow (outflow) for acquisitions
and disposals                                         -               -            (362)                    -        (362)
Equity dividends paid                                 -          (1,346)            (11)                   11      (1,346)
                                                 ------          ------           ------               ------      ------
Net cash inflow (outflow)                           (38)            696          (1,181)                    -        (523)
                                                 ======          ======           ======               ======      ======

Financing                                           (33)            695            (881)                    -        (219)
Management of liquid resources                        -               -             (32)                    -         (32)
Increase (decrease) in cash                          (5)              1            (268)                    -        (272)
                                                 ------          ------           ------               ------      ------
                                                    (38)            696          (1,181)                    -        (523)
                                                 ======          ======           ======               ======      ======


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



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

Net cash provided by (used in)
  operating activities                              101           2,017            1,569                   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                               33          (2,041)             870                   (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 57

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


16. Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Cash flow statement (continued)             (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Three months ended September 30, 2001

Net cash inflow (outflow) from
  operating activities                              163           1,027            3,857                   (1)      5,046
Dividends from joint ventures                         -               -               26                    -          26
Dividends from associated undertakings                -               -              155                    -         155
Dividends from subsidiaries                           -              97                -                  (97)          -
Net cash inflow (outflow) from servicing of
  finance and returns on investments                  -             370             (607)                   -        (237)
Tax (paid) refund                                   (32)              -             (685)                   -        (717)
Net cash inflow (outflow) for capital
  expenditure and financial investment             (197)             94           (2,006)                   -      (2,109)
Net cash inflow (outflow) for acquisitions
  and disposals                                       -              (1)             (24)                   1         (24)
Equity dividends paid                                 -          (1,235)             (97)                  97      (1,235)
                                                 ------          ------           ------               ------      ------
Net cash inflow (outflow)                           (66)            352              619                    -         905
                                                 ======          ======           ======               ======      ======

Financing                                           (99)            352              377                    -         630
Management of liquid resources                        -               -              (44)                   -         (44)
Increase (decrease) in cash                          33               -              286                    -         319
                                                 ------          ------           ------               ------      ------
                                                    (66)            352              619                    -         905
                                                 ======          ======           ======               ======      ======



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



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

Net cash provided by (used in)
  operating activities                              132           1,494            2,746                  (68)      4,304

Net cash provided by (used in)
  investing activities                             (197)             93           (2,030)                 (18)     (2,152)

Net cash provided by (used in)
  financing activities                               99          (1,587)            (474)                  86      (1,876)

Currency translation differences relating to
  cash and cash equivalents                           -               -               15                    -          15
                                                 ------          ------           ------               ------      ------

Increase (decrease) in cash and cash
  equivalents                                        34               -              257                    -         291

Cash and cash equivalents at beginning
  of period                                         (34)              -            1,700                    -       1,666
                                                 ------          ------           ------               ------      ------
Cash and cash equivalents at end of period            -               -            1,957                    -       1,957
                                                 ======          ======           ======               ======      ======



Page 58

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

16.  Condensed consolidating information - continued



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Cash flow statement (continued)             (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Nine months ended September 30, 2002

Net cash inflow (outflow) from
  operating activities                              334           3,440           8,445                   926      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            (792)                  (63)       (666)

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

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

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)                          (142)            573          (1,486)                    -      (1,055)
                                                 ======          ======           ======               ======      ======

Financing                                          (160)            573            (898)                    -        (485)

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

Increase (decrease) in cash                          18               -            (424)                    -        (406)
                                                 ------          ------           ------               ------      ------
                                                   (142)            573           (1,486)                   -      (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
Cash flow statement (continued)             (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Net cash provided by (used in)
  operating activities                              285           3,627            6,143                  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                              160          (4,498)             872                   (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 59

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


16.  Condensed consolidating information - concluded



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Cash flow statement (concluded)             (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Nine months ended September 30, 2001

Net cash inflow (outflow) from
  operating activities                              714           3,487           12,678                  (17)      16,862

Dividends from joint ventures                         -               -               92                    -           92

Dividends from associated undertakings                -               -              424                    -          424

Dividends from subsidiaries                           -             113                -                 (113)          -

Net cash inflow (outflow) from servicing of
  finance and returns on investments                  -           1,052           (1,851)                   -        (799)

Tax (paid) refund                                  (345)             (1)          (2,892)                   -      (3,238)

Net cash inflow (outflow) for capital
  expenditure and financial investment             (598)            (26)          (6,152)                   -      (6,776)

Net cash inflow (outflow) for acquisitions
  and disposals                                       -             (17)            (985)                  17        (985)

Equity dividends paid                                 -          (3,595)            (113)                 113      (3,595)
                                                 ------          ------           ------               ------      ------
Net cash inflow (outflow)                          (229)          1,013            1,201                    -       1,985
                                                 ======          ======           ======               ======      ======

Financing                                          (260)          1,015            1,072                    -       1,827

Management of liquid resources                        -               -             (146)                   -        (146)

Increase (decrease) in cash                          31              (2)             275                    -         304
                                                 ------          ------           ------               ------      ------
                                                   (229)          1,013            1,201                    -       1,985
                                                 ======          ======           ======               ======      ======


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



                                                  Issuer      Guarantor
                                             --------------------------
                                                      BP                                          Eliminations
                                             Exploration                           Other                   and         BP
Cash flow statement (concluded)             (Alaska) Inc.     BP p.l.c.     subsidiaries     reclassifications      Group
                                            -----------------------------------------------------------------------------
                                                                             ($ million)
                                                                                                  
Net cash provided by (used in)
  operating activities                              370           4,650            8,451                  (39)     13,432

Net cash provided by (used in)
  investing activities                             (598)            (43)          (7,137)                 (57)     (7,835)

Net cash provided by (used in)
  financing activities                              260          (4,609)          (1,185)                  96      (5,438)

Currency translation differences relating to
  cash and cash equivalents                           -               -              (33)                   -         (33)
                                                 ------          ------           ------               ------      ------
Increase (decrease) in cash and cash
  equivalents                                        32              (2)              96                    -         126

Cash and cash equivalents at beginning
  of period                                         (32)              2            1,861                    -       1,831
                                                 ------          ------           ------               ------      ------
Cash and cash equivalents at end
  of period                                           -               -            1,957                    -       1,957
                                                 ======          ======           ======               ======      ======



Page 60

                           BP p.l.c. AND SUBSIDIARIES
                            ENVIRONMENTAL INDICATORS



                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------

                                                                                             
Average oil realizations (a) - $/bbl
     UK                                                       26.26          24.34        23.74           25.33
     USA                                                      22.94          22.38        20.71           23.58
     Rest of World                                            24.43          22.71        21.81           23.40
     BP average                                               24.40          23.08        21.99           24.22

     Brent oil price                                          26.91          25.30        24.40           26.14
     West Texas Intermediate oil price                        28.26          26.72        25.40           27.77
     Alaska North Slope US West Coast                         27.26          24.05        24.06           25.01
Average natural gas realizations - $/mcf
     UK                                                        2.58           2.52         2.75            3.05
     USA                                                       2.34           2.63         2.41            4.68
     Rest of World                                             1.99           2.27         1.99            2.73
     BP average                                                2.25           2.49         2.32            3.66

Henry Hub gas price (b) ($/mmBtu)                              3.16           2.93         2.94            4.88
UK Gas - National Balancing point (p/therm)                   12.74          17.07        14.53           22.17

Global Indicator Refining Margins (c) - $/bbl
     Northwest Europe                                          1.28           1.74         0.66            2.48
     US Gulf Coast                                             1.82           3.24         2.16            5.87
     Midwest                                                   3.27           7.20         3.03            7.20
     US West Coast                                             3.54           8.17         4.47            9.40
     Singapore                                                 0.47           0.75         0.28            0.80
     BP average                                                1.98           3.83         1.90            4.62

Chemicals Indicator Margin (d) - $/te                           115(e)         114          101(e)          109


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

(a)  Crude oil and natural gas liquids.

(b)  Henry Hub First of Month Index.

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

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

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




                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
US dollar/sterling exchange rates                                (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------
                                                                                               
Average rate for the period                                   1.55           1.44         1.48            1.44
Period-end rate                                               1.55           1.48         1.55            1.48


Page 61

                           BP p.l.c. AND SUBSIDIARIES
                              OPERATING INFORMATION




                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------

                                                                                             
Crude oil and natural gas liquids production
(thousand barrels per day) (net of royalties)
     UK                                                        414            457          459             480
     Rest of Europe                                            107             96          106              95
     USA                                                       754            741          768             735
     Rest of World                                             708            589          675             592
                                                            ------         ------       ------          ------
Total crude oil and liquids production                       1,983          1,883        2,008           1,902
                                                            ======         ======       ======          ======

Natural gas production (million cubic feet per day)
(net of royalties)
     UK                                                      1,240          1,305        1,488           1,713
     Rest of Europe                                            131            139          150             143
     USA                                                     3,450          3,577        3,525           3,531
     Rest of World                                           3,661          3,298        3,468           3,200
                                                            ------         ------       ------          ------
Total natural gas production                                 8,482          8,319        8,631           8,587
                                                            ======         ======       ======          ======

Total production (a)
(thousand barrels of oil equivalent per day)
(net of royalties)
     UK                                                        628            682          716             775
     Rest of Europe                                            130            120          132             120
     USA                                                     1,349          1,358        1,376           1,344
     Rest of World                                           1,339          1,157        1,273           1,144
                                                            ------         ------       ------          ------
Total production                                             3,446          3,317        3,497           3,383
                                                            ======         ======       ======          ======

Natural gas sales volumes (million cubic feet per day)
     UK                                                      1,809          2,170        2,256           2,682
     Rest of Europe                                            353            170          385             207
     USA                                                     9,332          8,692        8,841           8,403
     Rest of World                                           9,556          7,331        9,155           7,191
                                                            ------         ------       ------          ------
Total natural gas sales volumes (b)                         21,050         18,363       20,637          18,483
                                                            ======         ======       ======          ======

NGL sales volumes (thousand barrels per day)
     UK                                                          -              -            -               -
     Rest of Europe                                              -              -            -               -
     USA                                                       178            233          190             220
     Rest of World                                             185            162          187             180
                                                            ------         ------       ------          ------
Total NGL sales volumes                                        363            395          377             400
                                                            ======         ======       ======          ======



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

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

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



Page 62

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



                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------

                                                                                            
Oil sales volumes (thousand barrels per day)
Refined products
     UK                                                        258            269          248             266
     Rest of Europe                                          1,604          1,058        1,441           1,055
     USA                                                     1,847          1,863        1,874           1,897
     Rest of World                                             613            612          578             599
                                                            ------         ------       ------          ------
     Total marketing sales                                   4,322          3,802        4,141           3,817
     Trading/supply sales                                    2,589          2,744        2,489           2,308
                                                            ------         ------       ------          ------
     Total refined product sales                             6,911          6,546        6,630           6,125
Crude oil                                                    3,648          4,680        4,458           4,431
                                                            ------         ------       ------          ------
Total oil sales                                             10,559         11,226       11,088          10,556
                                                            ======         ======       ======          ======

Refinery throughputs (thousand barrels per day)
     UK                                                        394            414          387             347
     Rest of Europe                                            956            646          905             654
     USA                                                     1,455          1,568        1,438           1,578
     Rest of World                                             349            375          354             379
                                                            ------         ------       ------          ------
Total throughput                                             3,154          3,003        3,084           2,958
                                                            ======         ======       ======          ======

Chemicals production (thousand tonnes)
     UK                                                        858            804        2,523           2,333
     Rest of Europe                                          2,669          2,164        7,847           5,648
     USA                                                     2,570          2,299        7,754           6,664
     Rest of World                                             783            703        2,255           2,023
                                                            ------         ------       ------          ------
Total production                                             6,880          5,970       20,379          16,668
                                                            ======         ======       ======          ======



Page 63

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



                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------
                                                                                ($ million)
                                                                                            
By business
Exploration and Production
UK                                                             185            729        1,561           2,853
Rest of Europe                                                 213            188          537             604
USA                                                            661            836        1,754           4,147
Rest of World                                                  513            874        2,106           3,116
                                                            ------         ------       ------          ------
                                                             1,572          2,627        5,958          10,720
                                                            ------         ------       ------          ------
Gas, Power and Renewables
UK                                                             (66)            34          (63)             81
Rest of Europe                                                  17             27           99             125
USA                                                             28             82           16             193
Rest of World                                                   78            (18)         230             (13)
                                                            ------         ------       ------          ------
                                                                57            125          282             386
                                                            ------         ------       ------          ------
Refining and Marketing
UK                                                            (158)           (51)        (343)           (278)
Rest of Europe                                                 236            222          624             535
USA                                                             55            683          255           2,539
Rest of World                                                  104            136          372             398
                                                            ------         ------       ------          ------
                                                               237            990          908           3,194
                                                            ------         ------       ------          ------
Chemicals
UK                                                               6            (58)         (35)           (141)
Rest of Europe                                                 161             87          272             186
USA                                                             54             59          161              71
Rest of World                                                  (89)            17           13              79
                                                            ------         ------       ------          ------
                                                               132            105          411             195
                                                            ------         ------       ------          ------

Other businesses and corporate                                (241)          (117)        (494)           (348)
                                                            ------         ------       ------          ------
                                                             1,757          3,730        7,065          14,147
                                                            ======         ======       ======          ======
By geographical area
UK                                                            (131)           552          903           2,293
Rest of Europe                                                 620            512        1,532           1,426
USA                                                            672          1,555        1,933           6,725
Rest of World                                                  596          1,111        2,697           3,703
                                                            ------         ------       ------          ------
                                                             1,757          3,730        7,065          14,147
                                                            ======         ======       ======          ======


Page 64

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



                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------
                                                                                ($ million)
                                                                                            
By business

Exploration and Production
     UK                                                        270            326          778             783
     Rest of Europe                                             61             79          189             230
     USA                                                       980          1,123        3,224           3,293
     Rest of World (a)                                         929            891        2,935           2,402
                                                            ------         ------       ------          ------
                                                             2,240          2,419        7,126           6,708
                                                            ------         ------       ------          ------
Gas, Power and Renewables
     UK                                                          7             37           28              51
     Rest of Europe (b)                                         29             23          120              49
     USA                                                        52             15          100              72
     Rest of World                                              19             12           37              19
                                                            ------         ------       ------          ------
                                                               107             87          285             191
                                                            ------         ------       ------          ------
Refining and Marketing
     UK                                                         56             89          232             267
     Rest of Europe (c)                                        198             10        5,486             171
     USA                                                       298            281          861             688
     Rest of World                                              53             62          128             173
                                                            ------         ------       ------          ------
                                                               605            442        6,707           1,299
                                                            ------         ------       ------          ------
Chemicals
     UK                                                         30             50           55             179
     Rest of Europe (d)                                         58             69          163             623
     USA                                                        49            119          146             293
     Rest of World                                              43            112          174             237
                                                            ------         ------       ------          ------
                                                               180            350          538           1,332
                                                            ------         ------       ------          ------

Other businesses and corporate (e)                              48             65          367             166
                                                            ------         ------       ------          ------
                                                             3,180          3,363       15,023           9,696
                                                            ======         ======       ======          ======
By geographical area
     UK                                                        394            541        1,203           1,383
     Rest of Europe                                            353            181        6,158           1,078
     USA                                                     1,389          1,564        4,387           4,402
     Rest of World                                           1,044          1,077        3,275           2,833
                                                            ------         ------       ------          ------
                                                             3,180          3,363       15,023           9,696
                                                            ======         ======       ======          ======


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

(a)  Nine  months  ended  September  30, 2002  included  the  acquisition  of an
     additional interest in Sidanco.
(b)  Nine months ended September 30, 2002 included the acquisition of a 5% stake
     in Enagas.
(c)  Nine months ended  September 30, 2002 included the  acquisition  of 100% of
     Veba.
(d)  Nine months ended  September 30, 2001 included the  acquisition  of Bayer's
     50% interest in Erdolchemie.
(e)  Nine months  ended  September  30, 2002  included  the  acquisition  of the
     minority interest in Veba's upstream oil and gas assets.



Page 65

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




                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------
                                                                                ($ million)
                                                                                            
Special items

     Exploration and Production
     UK                                                        105              -          237               -
     Rest of Europe                                              -              -            -               -
     USA                                                       115              -          185               -
     Rest of World                                             483              -          498               -
                                                            ------         ------       ------          ------
                                                               703              -          920               -
                                                            ------         ------       ------          ------
     Gas, Power and Renewables
     UK                                                         30              -           30               -
     Rest of Europe                                              -              -            -               -
     USA                                                         -              -            -               -
     Rest of World                                               -              -            -               -
                                                            ------         ------       ------          ------
                                                                30              -           30               -
                                                            ------         ------       ------          ------
     Refining and Marketing
     UK                                                         16             18           16              61
     Rest of Europe                                             38             33           87             123
     USA                                                        29             11         (108)             19
     Rest of World                                               -             50            -              71
                                                            ------         ------       ------          ------
                                                                83            112           (5)            274
                                                            ------         ------       ------          ------
     Chemicals
     UK                                                          -              -           22               -
     Rest of Europe                                              -              8           18               8
     USA                                                         -              -           35               -
     Rest of World                                             140              -          140               -
                                                            ------         ------       ------          ------
                                                               140              8          215               8
                                                            ------         ------       ------          ------
     Other businesses and corporate
     UK                                                         35              -           35               -
     Rest of Europe                                              -              -            -               -
     USA                                                        90              -           90               -
     Rest of World                                               -              -            -               -
                                                            ------         ------       ------          ------
                                                               125              -          125               -
                                                            ------         ------       ------          ------
     Total special items before interest                     1,081            120        1,285             282
     Interest - bond redemption charges                          -              2            -              62
                                                            ------         ------       ------          ------
     Total                                                   1,081            122        1,285             344
                                                            ======         ======       ======          ======

Acquisition amortization

     Exploration and Production
     UK                                                        378             42          447             110
     USA                                                       283            367          832           1,193
     Rest of World                                             114             34          182             101
                                                            ------         ------       ------          ------
                                                               775            443        1,461           1,404
                                                            ------         ------       ------          ------
     Refining and Marketing
     UK                                                        106             93          303             295
     USA                                                        96             94          288             282
                                                            ------         ------       ------          ------
                                                               202            187          591             577
                                                            ------         ------       ------          ------
     Total                                                     977            630        2,052           1,981
                                                            ======         ======       ======          ======



Page 66

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



                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------
                                                                                ($ million)
                                                                                            
Replacement cost basis
Replacement cost profit before exceptional items               761          1,936        2,978           7,585
Interest                                                       300            369          947           1,256
Minority shareholders' interest                                  8             12           69              38
                                                            ------         ------       ------          ------
Adjusted replacement cost profit                             1,069          2,317        3,994           8,879
                                                            ======         ======       ======          ======
Average capital employed                                    90,507         87,892       89,328          87,874
ROACE - replacement cost basis                                4.7%          10.5%         6.0%           13.5%
                                                            ------         ------       ------          ------
Pro forma basis
Adjusted replacement cost profit                             1,069          2,317        3,994           8,879
Acquisition amortization                                       977            630        2,052           1,981
Special items (post tax)                                       556             77        1,043             160
                                                            ------         ------       ------          ------
Adjusted replacement cost profit (pro forma basis)           2,602          3,024        7,089          11,020
                                                            ======         ======       ======          ======
Average capital employed                                    90,507         87,892       89,328          87,874
Average capital employed acquisition adjustment (a)         17,581         20,673       18,008          21,504
                                                           ------         ------       ------          ------
Average capital employed (pro forma basis)                  72,926         67,219       71,320          66,370
ROACE - pro forma basis adjusted for special items           14.3%          18.0%        13.3%           22.1%
Historical cost basis
Historical cost profit (loss) after exceptional items        2,835          1,588        6,171           7,159
Interest                                                       300            369          947           1,256
Minority shareholders' interest                                  8             12           94              38
                                                            ------         ------       ------          ------
Adjusted historical cost profit                              3,143          1,969        7,212           8,453
                                                            ======         ======       ======          ======
Average capital employed                                    90,507         87,892       89,328          87,874
ROACE - historical cost basis after exceptionals              13.9%           9.0%        10.8%           12.8%


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

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



Page 67

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



                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------
                                                                                ($ million)
                                                                                            
Net debt ratio - net debt: net debt + equity
Gross debt                                                  22,276         20,474       22,276          20,474
Cash and current asset investments                           1,290          1,957        1,290           1,957
                                                            ------         ------       ------          ------
Net debt                                                    20,986         18,517       20,986          18,517
                                                            ------         ------       ------          ------
Equity                                                      69,203         67,931       69,203          67,931
Net debt ratio                                                  23%            21%          23%             21%
                                                            ------         ------       ------          ------
Acquisition adjustment (a)                                  17,134         20,412       17,134          20,412
                                                            ------         ------       ------          ------
Net debt ratio - pro forma basis (b)                            29%            28%          29%             28%
                                                            ======         ======       ======          ======


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


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

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




Page 68

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


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



                                                              Three months ended           Nine months ended
                                                                 September 30                 September 30
                                                                 (Unaudited)                  (Unaudited)
                                                              2002           2001         2002            2001
                                                              -------------------         --------------------
                                                                                ($ million)
                                                                                            
Replacement cost operating profit (RCOP) (reported) (a)      1,757          3,730        7,065          14,147
Depreciation and amounts provided (b)                        3,506          2,104        7,886           6,401
Exploration expenditure written off                             55             23          261             153
Dividends from joint ventures and associated
undertakings less share of RCOP                                (49)           (99)        (286)           (377)
Dividends paid to minority shareholders                        (13)           (11)         (29)            (16)
Adjust provisions to cash basis (c)                            (60)          (148)        (177)            (77)
Adjust interest and other income to cash basis (d)               5            (34)         (11)            (76)
                                                            ------         ------       ------          ------
                                                             5,201          5,565       14,709          20,155
Tax paid adjusted for certain items*                          (702)          (682)      (2,148)         (3,158)
                                                            ------         ------       ------          ------
Adjusted RCOP after tax paid                                 4,499          4,883       12,561          16,997
                                                            ------         ------       ------          ------
*    Calculation of tax paid adjusted for certain items
     Cash tax paid                                            (661)          (717)      (2,033)         (3,238)
     Tax charge on exceptional items                            25            127          146             396
     Tax shield assumption +                                   (66)           (92)        (261)           (316)
                                                            ------         ------       ------          ------
                                                              (702)          (682)      (2,148)         (3,158)
                                                            ------         ------       ------          ------
+    Calculation of tax shield assumption
     Interest paid                                            (218)          (308)        (869)         (1,053)
     Tax rate assumption (e)                                    30%            30%          30%             30%
                                                            ------         ------       ------          ------
                                                               (66)           (92)        (261)           (316)
                                                            ------         ------       ------          ------



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


Page 69






                                   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: November 4, 2002                    /s/ D. J. PEARL
                                      ..............................
                                           D. J. PEARL
                                           Deputy Company Secretary


Page 70