BP Response

BP PLC
23 May 2003


May 23, 2003


                       BP RESPONDS TO 'MINI-TENDER OFFER'


BP p.l.c. announced today that it had received notification that on May 13, 2003
TRC Capital Corporation commenced an unsolicited, below-market mini-tender offer
to purchase up to 2,500,000 of the American Depositary Shares (ADS) of BP
(equivalent to 15,000,000 Ordinary Shares, or approximately 0.07 per cent of
BP's outstanding Ordinary Shares), at a price of $39.25 per ADS.


BP wishes to inform its ADS shareholders that it does not in any way recommend
or endorse the TRC Capital Corporation offer and that BP is in no way associated
with TRC Capital Corporation, the offer or the offer documentation.


BP cautions its ADS shareholders that the offer is being made at a 3.3 per cent
discount to the closing price of $40.60 per ADS on May 12, 2003, the day before
the offer commenced, and is below yesterday's closing price of $41.36. ADS
shareholders are advised that, in addition to being below-market, the offer by
TRC Capital Corporation contains other terms which may be disadvantageous to
tendering ADS shareholders.


'Mini-tender' offers seek less than 5 per cent of a company's shares, thereby
avoiding many disclosure and procedural requirements of the Securities and
Exchange Commission (SEC). The SEC has issued an investor alert regarding
'mini-tender' offers on its website at www.sec.gov/investor/pubs/minitend.htm.
The SEC has said that mini-tender offers 'have been increasingly used to catch
investors off guard' and that investors 'may end up selling their securities at
below-market prices.'


The Canadian Securities Administrators have also expressed concerns with
'mini-tender' offers in an investor alert ('Mini-Tender Offers - Watch Out For
Mini-Tender Offers at Below-Market Price!') accessible at

www.osc.gov.on.ca/en/About/News/NewsReleases/1999/nr_19990927_mini.htm.


ADS shareholders are advised to consult with their investment advisors and to
exercise caution with respect to this offer.


ADS shareholders who have already tendered are advised that they may withdraw
their ADSs by providing the written notice described in the TRC Capital
Corporation offering documents prior to the expiration of the offer on June 12,
2003.


                                    - ENDS -



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