AGM Statements

BP Amoco PLC
13 April 2000


ADDRESS TO SHAREHOLDERS AT THE ANNUAL GENERAL MEETING OF BP AMOCO P.L.C.
ON THURSDAY, APRIL 13, 2000 BY PETER SUTHERLAND, SC, CHAIRMAN AND
SIR JOHN BROWNE, CHIEF EXECUTIVE

Introduction by Peter Sutherland

Good morning, ladies and gentlemen.  Thank you all for coming to this Annual
General Meeting.  I appreciate your interest and investment in BP Amoco at
this very important point in its history.

Seated on the stage with me are the members of the BP Amoco Board of
Directors. To my left in the front row are John Browne, BP Amoco's Group Chief
Executive and John Buchanan, Chief Financial Officer.  To my right, in front,
are Judith Hanratty, the Company Secretary; Patrick Wright, Chairman of the
Remuneration Committee; and Walter Massey, Chairman of the Ethics and
Environmental Assurance Committee.

Also with us on stage today are other members of the Board, some of whom are
standing for re-election.  On my right are Erroll Davis Jr, Robert Wilson,
Michael Miles, Robin Nicholson, Doug Ford and Richard Olver.  To my left are
seated Floris Maljers, Michael Wilson, John Bryan, Chuck Knight, Bryan
Sanderson, Rodney Chase and Chris Gibson-Smith.

Unfortunately three of our directors, including Sir Ian Prosser and Ruth
Block, who have not been well, and Richard Ferris, who has been unexpectedly
detained, are unable to be with us today and send their apologies to you.

Today we have the opportunity to review the activities undertaken by the
company to benefit you, the shareholders.  Much has been achieved with the
merger of BP and Amoco and we are well-positioned for the future.

You will all have received a copy of the Notice of Meeting, the Annual Report
and Accounts, and voting materials sent out last month.  The Notice sets out the
background for each item of business being considered.

Our agenda today is quite long.  It is described in the Programme in your
Admission Pack.

The order of business today will be that I will begin with a few remarks about
the company's progress and prospects.  Then we will consider, discuss and call
the poll on each of the resolutions in the order set out in the Notice.  John
Browne will speak to Resolution 11 on the company's 1999 performance and its
future prospects.  At the end of the meeting we will be able to vote our
shares.

You may recall that last year you, as shareholders, approved a change to the
company's articles of association.  All resolutions are now decided by poll. 
For that reason we will not vote by show of hands as was the procedure before
our articles were revised.

I will call the poll after the discussion of each resolution, but you will not
be asked to vote on any item of business until the close of the meeting, when
you will have had the opportunity to hear all of the debate on every issue
before the house.

BP Amoco has had yet another remarkable year.  Indeed, I am beginning to
wonder whether we shall ever experience a 'normal' year again, since each time I
report to you at a shareholder meeting, there is always something historic and
momentous to record in our efforts to earn your continuing investment in our
company and to repay you with both growth and shareholder value.

Looking back at the last two years, the change and growth in our shareholder
population alone is telling.

You can see that our shareholder population has expanded enormously, over 80
per cent actually, as a result of the merger with Amoco.  Today we have over
850,000 individuals and companies all over the world holding our 19 billion
shares and watching BP Amoco activities with vital interest.  Future
acquisitions will enlarge this group even more.

And at the same time we have broadened the geographic range of our investors
dramatically, adding to the liquidity and stability of the shares for all
investors.

Our shares are held all over the world.  You can see that you, as an audience
of shareholders, have friends outside this hall and around the world.  The UK
represents 40 per cent of the accounts holding BP Amoco shares, with another
58 per cent of the company's shareholder accounts in the names of US residents
and 2 per cent of the shareholder accounts elsewhere.

Today we will address the company's efforts to provide value to this immense,
diverse and vitally interested population.

The events of the week beginning March 13 in themselves illustrate the pace at
which BP Amoco moves to remain competitive and successful in the global
business environment.

The week began with our announcement that we were seeking to acquire the
Burmah Castrol company for £3 billion.

It was followed a day later by the news that we had reached the final steps in
our acquisition of Atlantic Richfield.  And, related to this, we announced our
intention to acquire full ownership of the American company Vastar Resources.
Arco owns the majority interest in this company, which discovers and develops
natural gas and liquid hydrocarbons in the USA.

These and other developments will be covered by John Browne later in the
meeting. They indicate BP Amoco's willingness to respond to the challenges of a
global market and to grasp new opportunities in order to ensure that your
company remains a leader in the energy field.

We are in fact very proud to be a progressive energy company.  The products
which we supply are ones which our customers demand because they see them as
essential to their daily lives.

To continue to meet our customers' needs, we must have the financial strength
and confidence which come from the ability to attract and retain satisfied
investors. I am equally proud to say that, over the course of the past year,
dividends have grown to 12.339 pence per share.

Our market value, since the merger with Amoco, has risen to approximately $40
billion.  And total shareholder return over the past five years is approaching
250 per cent - which is well ahead of our nearest rival in the industry.

Of course, this performance is in the final analysis delivered by the efforts,
skills and commitment of our staff.  On your behalf, I thank and congratulate
them upon another wonderful year.

The rewards which people look to from their work vary from individual to
individual, and according to personal circumstances.  But what we have to
recognise is that companies like BP Amoco are competing internationally to
attract and retain highly skilled people.

So, with these thoughts in mind, I should now like to consider the Resolutions
before us.


Remarks by Sir John Browne

I want to cover three things this afternoon.  First, a brief review of our
performance and achievements in 1999.  Secondly, a look at what is happening
this year and the progress we're making.  And thirdly, a summary of the way we
do business - because I think that is an issue of increasing importance as the
company grows. 

1999 was a very good year for BP Amoco.

The first major task of the year was to combine two great companies into one -
BP Amoco. We unified our operations and processes very effectively - and with a
wonderful spirit of co-operation and loyalty amongst what is now a fully
integrated team of people.

Many mergers fail because the integration isn't carried through properly.  I'd
like to say a particular thank you to everyone who has helped to make this
merger an exceptional success.

We're well on our way to realising the cost savings we targeted.  We have
already secured more than half the savings we promised, in a third of the time.

Of course, we haven't been the only company consolidating.  In the last twelve
months, we've seen the merger between Exxon and Mobil and, most recently, the
combination of Total, Fina and Elf.  This serves as a reminder that we're not
alone in what we set out to do when we combined BP and Amoco.

We've gained a great deal from being the first to move in this area, but we
can never assume the competitive advantage we've got is constant.  We have to
strive for it on a daily basis.  The fact that a series of  mergers involving
other companies has been taking place is a reminder that we're in a perpetual
battle to stay ahead of our competitors. And that's what we did during 1999.

In terms of both costs and returns at the Group level - and margins in the
upstream business - we're already delivering results that are better than any
of our competitors.

We promised to reduce costs by $4 billion by the end of 2001, and by the end
of 1999 we had already delivered over half of that amount.

Our target last July had been to increase our return on capital employed by
some five to six percentage points by the end of 2001.  In fact, we've achieved
half of the target already - a three percentage point improvement - once again,
in a third of the time.  And we've improved clean earnings per ordinary share by
39 per cent.

In 1999, we invested  $7 billion, split across the businesses. Our gearing
ended the year at 23 per cent - broadly in line with our target range of between
25 and 30 per cent.

We continued our dividend policy, which is to pay out around 50 per cent of
post tax earnings on a through cycle basis.

And with your approval - and as we've just discussed - we now have the
authority for potential buybacks of shares from time to time over several years
of up to 10 per cent of our outstanding capital.

Those numbers highlight the achievement of your company as a whole over the
past year.  And behind those numbers there are innumerable stories of individual
and collective success.

For example, in terms of our upstream business, we have replaced 110 per cent
of our production by adding 1.2 billion barrels to reserves, including
substantial volumes in Trinidad, the Gulf of Mexico and Egypt.  Our gas
production increased by around 5 per cent and oil by 1 per cent.

On top of that, we found some 2.5 billion barrels of newly discovered
resources which are not yet booked - with over half of these in the Gulf of
Mexico, and other volumes in Angola and in the Caspian.  That gives us a superb
pipeline of new activity for the future.  And at the same time, we've reduced
our finding and development costs by thirty per cent, and our lifting costs by 
20 per cent.

If we look at our downstream business responsible for the refining and
marketing of products, including petrol, which touch individual consumers most -
we have increased our overall marketing volumes by nearly 2 per cent, with
particularly strong growth coming in new markets where sales increased by 18 per
cent.

In our Chemicals Business we've had a tremendous increase in volumes - up to
almost 22 million tonnes - with new production records set at 30 individual
manufacturing facilities.  And we've made enormous advances in upgrading our
portfolio of assets - with new and expanded facilities in China, the UK,
Belgium and Texas.  In China we've reached agreement for the development of a
new PTA plant and we've signed a memorandum of understanding with Sinopec for a
feasibility study on a world scale ethylene cracker in Shanghai.

These are just some of the highlights from our familiar operations.  But I'd
like to give added emphasis to two others which together promise to bring a
significant long term shift in the energy mix  - our solar business and our
gas and power business.

First, solar: we've made a commitment that our solar business will grow to
$1 billion by 2007.   That growth has begun - at a rate of  almost 30 per
cent, per annum.  We now have a 20 per cent share of  the global market and we
are the world's largest solar company.  Our systems and products are in use in
over 160 countries.  Our solar business not only uses existing technology, but
reaches out to new horizons.  Thin film technology is the key to making solar
attractive for consumers, and we're leading the way.

Then we have a new gas and power business.  This is the focus of much
attention.  Natural gas is crucial not only commercially but also
environmentally.   The increased use of gas is part of the shift to cleaner
fuels.

Our strategy is focused on realising immediate financial benefit from the
substantial amounts of discovered gas which are currently without markets, as
well as establishing new positions.  Two years ago gas accounted for just 19
per cent of BP's production.    By the end of this year that will have grown to
around 40 per cent with developments in Trinidad, North America and the Far
East.

Our commitment to develop the natural gas business and to establish a
world-wide presence was one of the main strategic drivers behind the combination
with Arco, which we announced a year ago.

After 380 days, we hope to receive clearance from the Federal Trade Commission
in the US very, very shortly and we will close the transaction soon after.  380
days is obviously quite a long time but given the number of mergers that have
taking place in our sector and elsewhere, and the doubling of world oil prices
the degree of scrutiny is quite understandable.

As a result of the combination with Arco,  we're gaining a significant
presence in the Asian gas market as well as becoming the number one gas producer
in North America, in the UK sector of the North Sea,  and in the rapidly growing
Atlantic and Mediterranean markets.

Gas was one of the strategic drivers behind the combination.  Another was the
opportunity in the retail business to build, for the first time, a coast to
coast presence in the US where we'll be the largest supplier of gasoline and the
operator of the largest number of sites.  We'll have 28,000 retail sites
world-wide, with 18,000 in the US, and an excellent merchandise brand called
am/pm which we believe can be applied well beyond its existing territory.

Arco will also bring us stronger positions in Latin America, Russia,
Kazakhstan and Azerbaijan, in the deep water of the Gulf of Mexico and in China.
 The geographic fit with our existing business could not be better.  And it will
provide a new opportunity to improve productivity and to reduce costs.  We
believe we can deliver at least $1 billion per annum of pre tax savings.

As part of the transaction we have agreed to dispose of Arco's Alaskan assets
to Phillips Petroleum for a total of around $7 billion and we have also made an
offer for the minority holding of Vastar - one of the largest independents in
the United States which is presently 82 per cent owned by Arco.

When final approval is secured we can then proceed rapidly with integration -
for which we've done a great deal of preparation over the last 380 days.

There are two other transactions to report.  In March we announced that we had
made an agreed offer for Burmah Castrol.  That offer now awaits approval from
the merger taskforce in Europe but we don't foresee any significant delay and we
hope to complete the transaction later this year.

Burmah Castrol will give us a great lubricants brand, will greatly strengthen
our position in lubricants, and will give us access to the faster growing areas
of the world including India and China.  And it will also give us a great
position in the exciting world of Formula 1.

Finally, we've purchased shares giving us a 2 per cent stake in PetroChina -
an investment of $580 million.  That gives us a stake in a company with huge
potential and a unique opportunity to undertake some major joint ventures in the
retail business and in gas marketing in China.

Individually and collectively all these steps contribute to the implementation
of our strategy.  They position us to meet the needs of a changing energy
market, and to do so in ways which can add significant value.  Each step expands
our opportunities, and our ability to deliver a first class competitive
performance.

And, last month, we announced another important step.  At the right moment,
probably later this year, we will begin a process of branding all our
activities under the letters BP - not in the old way - with the shield - but
expressed in a distinctly new way which reflects the changing nature of our
business and the fact that we are a new company.

The reason for that shift is that in a global market place branding is
crucially important in attracting customers and business.  It is not just a
matter of the colour of a few petrol stations or the logo on our signs.  We have
to listen carefully to what our customers want.  It is about the identity of the
company, and the values which underpin everything that we do and every
relationship that we have.

For us,  the fundamental values of the company are about innovation and
creativity.  About being environmentally responsible.  About being
progressive, looking always for improvement and positive change, and about a
constant drive for performance.  I sum all this up in the word 'alive' - the
title of our report to shareholders.

Our changed circumstances don't, however, diminish the importance of the Amoco
name.  Within this brand change Amoco's heritage will live on - and will be
specifically identified across the US with key distinctive products such as
Ultimate gasoline.

So too will the tremendous Castrol lubricants brand and the Arco name as the
strongly price competitive brand west of the Rockies.

Now to this year and the future outlook.

Our financial targets for the year reflect the combination of performance and
growth we're aiming to deliver.  We aim to invest around $8.5 billion this
year across the ongoing businesses and more by acquisition - and to continue to
improve our return on capital employed by at least two percentage points. 
Those targets allow us to manage risk in a sector where there can be great
volatility.

Oil prices over the last year have been relatively high as a result of the
action taken by OPEC to constrain production.  At the moment the market seems
relatively balanced but we continue to plan, and to set our targets on the basis
of prices at lower levels - of around $ 14 per barrel Brent  - so that we would
be prepared for any volatility that might occur.

So a progressive improvement in performance and a growth in activity - both
organically from our existing operations - and from acquisitions driven by the
strategy.

Of course, though, we also have to be concerned about how we deliver those
results.    To be a great company we have to deliver on many dimensions.  Over
the last two years we've grown in scale and scope, and we're very conscious
that our responsibilities have grown as well.

We're the largest investor in over 20 significant economies around the world.
We're the source of employment and wealth for many communities, going well
beyond the 80,000 people we employ directly.  And we're working in areas where
the quality of our operations and our products have a direct influence on the
natural environment.

At the core of your company is an unshakeable commitment to progress on many
fronts.  We're part of society and we have a responsibility towards the people
we work with and to the world in which we operate.   That is not a matter of
charity, or of public relations.

It is matter of investment because our continued success depends on the
progress of the communities in which we work, the people inside the company, and
the people with whom we do business. That's why we've developed a programme of
Global Social Investment which reaches out to help people in every community in
which we operate.  Not through charity but by helping to provide the means and
skills with which  people can build a future for themselves.

That's why we've also developed extensive programmes for our own people - to
give them the chance to realise their full potential.  And it is why we're
investing in environmental progress.  Our products and our services contribute
to a better way of life.

Energy brings light, heat and the means of mobility  - all of which are
fundamental to human life.  Energy brings the means to improve living
standards - and if we're going to help to lift the standards of the 2 billion
people who live in poverty around the world, energy consumption is going to
rise.

That's why we have to help to find solutions to the apparent trade off between
economic growth and energy use and the protection of the natural environment.
It's why we've begun to invest in a programme to introduce clean fuels in
cities around the world, and why we've adopted a precautionary approach to
reducing greenhouse gas emissions and set ourselves a target to reduce our
emissions by 10 per cent from a 1990 base by 2010.

We also have to invest in a different way - in the process of learning about
what people expect from us, and about how large and apparently very powerful
companies should behave in all the many varied circumstances they face.

That is partly about setting standards - so that everyone who works for BP
Amoco everywhere in the world knows what is expected of them - but it is also
about encouraging engagement so that our people understand the world in which
they're working because they and their families are part of that world.

And the learning process is also about understanding the limits to power.
Understanding that in democratic societies we have a responsibility to search
out the best knowledge, to say what we believe, and to present the arguments as
we see them.

Understanding that organisations which take decisions affecting the lives of
many people have to be transparent in all their dealings - and radically open to
challenge and to new ideas.  That's why we welcome debate with the NGOs and
with groups in every community. But understanding too that such debate must
never, and can never, usurp the right of governments and society as a whole to
make the final democratic judgement.

Then there's another form of investment which is imperative for any
organisation which is alive.  An investment in understanding the potential of
change.  It is all too easy for large and successful companies to think that 
they have reached a comfortable plateau.   If you get to that point you're
probably already on the downward slope.  In reality the business environment is
changing dramatically, and at an intense pace.

I've described some of the steps we've taken to match and anticipate some of
the changes - the building of a solar business, of a gas and power business, the
extension of our activities in China and the Far East, the development of
cleaner fuels.  But there are other parts of the story too.

The Internet is creating a new connected economy - linking buyers and sellers
to each other in a manner we've never seen before - creating new markets and new
opportunities but also potentially altering the current pattern of activity.  
We have to be positioned for that, and we're determined that we will be.

Then there is a war for talent and ideas - for the energy and commitment of
the brightest and the best - because business success is not just about managing
assets but also about managing the complex nature of the relationships which
affect every major company.  We have to invest to win that war and to ensure
that we have people of the highest quality.

And then there is the new relationship between a company and its customers. 
We have some 10 million customers every day, as well as numerous crucial
relationships with Governments and with other businesses.  In each case their
choices determine our ability to do business and we have to invest in
understanding what influences those choices, and in the brand identity which
summarises what we are and how we wish to be seen.

Ladies and Gentlemen,  1999 was a very good year for us. We hope to do even
better this year, and we're determined to continue to invest to achieve the
combination of performance and growth which can sustain that success for many
years to come.

In summary, our company is very much alive.

Response to Resolution 12 by Peter Sutherland

Before I invite comments from the meeting, it might be helpful if I respond
briefly to this Resolution on behalf of the Company, and deal with some of the
points which have been made.

I begin by acknowledging the sincerity with which the proponents moved this
Resolution.

But I also want to emphasise that this meeting today is much more than a
debating society.  The suggestion made in this Resolution carries enormous
implications for shareholder value and for our ability to compete.

So it is in this context that I wish to address this Resolution, and to
respond to the arguments which have already been advanced.

Because Mr Spencer and Mr. Billeness are right - up to a point.  If the risks
were as great as they postulate - and the environmental consequences were as
dire - shareholders would be entitled to demand that we halt the Northstar
Project and abandon Alaska.  But I can assure you we reject absolutely the
analysis on which these demands are based.

The reasons why the Board of Directors opposes this Resolution and recommends
that it be rejected are summarised in the Notice of this Meeting.  I would
like to explain our reasoning a little further, in the light of what we've just
heard.

First, Northstar.  Time and time again, it has been asserted by Greenpeace and
others that there is a one in four chance of a significant major oil spill.  I
read it yet again only this week, in the newspaper advertisement paid for by
WWF (The World Wildlife Fund).

Let me make it clear that, if this were true, there is no way that we would
even dream of continuing with this Project.  It would be an act of madness for
any company to proceed with a Project carrying a risk of these dimensions.  And
our environmental record over the past thirty years in Alaska, during which
nearly 13 billion barrels of oil have been safely produced from the North Slope,
is witness to the care we take in this whole area.
But quite simply, this risk is a fiction. It has been taken out of context,
and was no more than a theoretical calculation based on a number of assumptions
from different parts of the world - and with different operators - neither of
which has any relevance to Northstar.

The facts are as follows.

This alleged one-in-four risk arises from an Environmental Impact Statement on
Northstar by the US Army Corps of Engineers.  But this statistic was derived
from over thirty years of historical data compiled by the Minerals Management
Service in the Gulf of Mexico - and for leaks from all sources, not just
pipelines.

Neither did it take into account technology and design advancements for the
industry generally, our track record in Alaska, nor Northstar specifically. 
And it assumes that nothing has been done to address concerns such as trauma,
corrosion or construction - a totally inaccurate assumption.

However, this argument isn't just about risk statistics.  It is about whether
BP Amoco is acting responsibly by operating in Alaska at all.  And, in
particular, about whether our operations threaten biodiversity.

Well, let me make one thing clear at the outset.  No polar bears have died as
a result of Northstar construction work.  And no, it is not true that we have a
licence to kill a certain number of polar bears a year.

It is true that the killing of polar bears is allowed under the Marine Mammal
Protection Act, but only in defence of human life.  We have never had to kill
a polar bear in order to protect a worker, and we hope we never shall.

To listen to our opponents, one would never imagine that the number of caribou
in the Central Arctic herd spending a proportion of the year in the Prudhoe
Bay area has increased more than six-fold since development began in the mid
seventies.  Or that other species - bears , foxes, birds and fish - are
flourishing as well.  And in addition, we have significantly reduced the
surface impacts of our projects over the past two decades.  Literally, we take
up much less space than we used to.  A much smaller space is needed.

And this is pertinent to the Arctic National Wildlife refuge as well - if we
were ever to operate there.  But such a possibility is extremely theoretical
at this stage.  As we've already stated, we currently have no plans for oil
exploration and development in ANWR.  It is debatable whether the US
Government would ever make it a practicable proposition, and for our part we
have not even begun to consider whether it would be a viable one.  The question
at this stage is simply whether or not the option should be foreclosed.

We must always have a view in terms of what is technically possible.  It is
our duty to respond to the challenge of how we operate. And if we can meet the
stringent global standards that we set ourselves, it is for us to decide
whether an opportunity is commercial.  But whether it is a political option is a
matter for governments.

I think shareholders should also reflect upon a further point.  If companies
themselves unilaterally close the option of exploring in any particular area -
and take for themselves the decision which should be taken democratically -
they run the risk of suffering competitive disadvantage when less scrupulous
companies subsequently step into their place and seize the opportunity if and
when it becomes available.  The fact that this may lead also to a lower level
of environmental performance suggests that such an outcome is counterproductive
from everyone's point of view.

At least, however, we can all agree that this is a very complex area. The
issues surrounding biodiversity are both local and global, and they deserve
close attention.  We recognise, in particular, that detailed consideration
should be given to the issue of oil exploration in areas of sensitive
eco-systems.  And that this consideration should be on the basis of best
practice world-wide.

Finally, I would like to turn to the third aspect of the Resolution which at
least is asking us to do something which we already do, and want to do. 
Namely, invest in Solar Power, and develop our expertise and commercial strength
in this new, exciting business.

As Sir John has made clear, our Solar Business is strategic.  We have no doubt
over its growing importance, and we are excited over its future.

But the problem is that the Resolution poses the choice as an 'either' Solar,
'or' Northstar.  And this is not realistic.  It would be more accurate to say
that it is Projects like Northstar which enable us to develop our non-
conventional business.

Our ability to prepare for the future is dependent upon conducting a
successful and profitable business in the present.  And everything we are
determined to do to improve our environmental performance, develop new solar
technology, and to reduce the environmental impact of our operations would be
compromised by headline gestures such as this Resolution involves.

Let me re-emphasise that expansion of our Solar Business is not capital
constrained, as the Resolution implies.  But, in your interests as
Shareholders, we have to be the best judge of the pace at which it is possible
and desirable to proceed.

We want to expand our solar business as quickly as possible.  We are committed
to expanding all of our crystalline plants and will double current capacity in
less than three years.  Once we have completed a review of our thin film
technologies, we will expand technology production in this sphere too.  We are
delighted that the cost of solar is decreasing, and we welcome any removal of
government constraints and taxes which inhibit the growth of the solar market.

But to repeat, the growth of our solar business is not constrained by our
conventional business.  On the contrary, it is the strength of our
conventional business which will make the expansion of solar possible.  We shall
go as fast as we can.  And we shall keep under constant review what this means
in practice.

Let me conclude by saying that I welcome this opportunity to deal with the
misrepresentations which have been circulating around these subjects for so
long.  I don't pretend that there are easy answers to some of the problems we
face.  But I think it would be foolish to do anything which detracts from our
ability to make improvements in precisely those areas where people have the
deepest concerns.  That is why we are recommending rejection of this
Resolution.