BPA Offer for Burmah Castrol

Burmah Castrol PLC
7 July 2000


(Not for release, publication or distribution in or into Canada, Australia,
New Zealand or Japan)

BP AMOCO COMPLETES PURCHASE OF BURMAH CASTROL


BP Amoco announced today that its recommended cash offer for Burmah Castrol
has been declared unconditional, and therefore binding, in all respects
following receipt of valid acceptances in respect of a total of 119,861,435
Burmah Castrol shares, representing approximately 67 per cent of the issued
ordinary share capital, by the closing time of 1500 BST on July 7, 2000.

Together with the 34,814,564 Burmah Castrol shares - representing
approximately 19.5 per cent of the issued ordinary share capital - which BP
Amoco bought in the market after the announcement of the offer, BP Amoco's
total ownership of Burmah Castrol is now approximately 86 per cent.

Prior to the announcement of the offer on March 14, 2000, BP Amoco received an
irrevocable undertaking to accept the offer from each of the directors of
Burmah Castrol in respect of all their Burmah Castrol shares.  Acceptances in
respect of these shares, totalling 106,889 and representing approximately 0.06
per cent of the issued ordinary share capital of Burmah Castrol, have been
received and are included in the overall acceptance figure.

The offer, including the loan note alternative, will remain open for
acceptance until further notice and any Burmah Castrol shareholders who have
not yet accepted the offer and wish to do so should therefore despatch the
Form of Acceptance in accordance with the instructions on it as soon as
possible.

The consideration to which Burmah Castrol shareholders are entitled under the
offer will, in the case of acceptances already received, be posted by July 21,
2000.  In the case of acceptances received after July 7, 2000, but while the
offer remains open, the consideration will be posted within 14 days of
receipt.

If and when it becomes entitled to do so, BP Amoco will exercise its rights
under the Companies Act 1985 (Sections 428 to 430F) to compulsorily purchase
any remaining Burmah Castrol shares.  In addition, subject to obtaining the
consent of the UK Listing Authority and the London Stock Exchange, it intends
to apply for the cancellation of the listing of Burmah Castrol shares on the
Official List of the UK Listing Authority and the cancellation of trading in
Burmah Castrol shares on the London Stock Exchange.

BP Amoco's recommended cash offer of £16.75 per share values Burmah Castrol at
approximately £3 billion ($4.7 billion).  Castrol will become BP Amoco's
leading lubricants brand with the company's new lubricants division run by a
management team drawn from both companies and based at the Swindon offices of
Burmah Castrol.

Immediately before commencement of the offer period, BP Amoco held no Burmah
Castrol shares although 790,364 Burmah Castrol shares (representing 0.44 per
cent of the issued ordinary share capital of Burmah Castrol) were owned or
controlled by its UK and US pension funds.


Further information:

BP Amoco p.l.c. - Wendy Silcock 020 7496 4358
Morgan Stanley Dean Witter - Michael Tory/Peter Cross 020 7425 5555

Morgan Stanley & Co. Limited, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for BP Amoco and for no
one else in connection with the offer and will not be responsible to anyone
other than BP Amoco for providing the protections afforded to customers of
Morgan Stanley & Co. Limited, nor for giving advice in relation to the offer. 
The offer (excluding the Loan Note Alternative) is being made in the United
States by Morgan Stanley & Co. Limited through Morgan Stanley & Co.
Incorporated on behalf of BP Amoco.

The offer is not being made, directly or indirectly, in or into or by the use
of the mails of, or by any means or instrumentality (including without
limitation, facsimile transmission, telex, telephone or the internet) of
intrastate or foreign commerce or any facility of a national securities
exchange of, Canada, Australia, New Zealand or Japan and the offer will not be
capable of acceptance from within Canada, Australia, New Zealand or Japan. 
Accordingly, copies of this announcement, the offer document and form of
acceptance are not being, and must not be, mailed, forwarded, transmitted or
otherwise distributed or sent in or into or form Canada, Australia, New
Zealand or Japan.

The Loan Notes have not been, and will not be, registered under the United
States Securities Act of 1933 (as amended) or under the securities laws of any
state of the United States or the applicable securities laws of Japan or New
Zealand and the relevant clearances have not been, and will not be, obtained
from the regulatory authority of any province or territory of Canada.  In
addition, no prospectus in relation to the Loan Notes as been, or will be,
lodged with, or registered by, the Australian Securities Commission or the New
Zealand Securities Commission and no steps have been taken, or will be taken,
to enable the Loan Notes to be offered in compliance with the applicable
securities laws of Japan.  Accordingly, the Loan Note Alternative is not
available to Burmah Castrol shareholders who are US persons or who are
resident in Canada, Australia, New Zealand or Japan, and the Loan Notes may
not be offered, sold, resold, delivered or distributed 9directly or
indirectly) in or into the United States, Canada, Australia, New Zealand or
Japan or to or for the benefit of any US person except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.