Director Shareholding

BP Amoco PLC
23 February 2001


LETTER TO COMPANY ANNOUNCEMENTS OFFICE

We write to notify you that arising out of the operation of the Company's Long
Term Performance Plan, each of the Directors of BP Amoco p.l.c. set out below
acquired a potential interest in the number of the Company's shares shown
opposite his name on 22 February 2001 as a consequence of the Company's
Remuneration Committee making an award of such shares to him:-

Sir John Browne            532,600 Ordinary shares
Mr R.F. Chase              339,000 Ordinary shares
Dr C.S. Gibson-Smith       297,400 Ordinary shares
Mr R.L. Oliver             297,400 Ordinary shares

The Trustee of the BP Employee Share Ownership Trust purchased 1,466,400 BP
Ordinary shares @ £5.86 per share on 22 February 2001 to satisfy these awards. 
Each Director acquired a beneficial interest in the shares shown above when the
award took effect on 22 February 2001.

Following the award taking effect the BP Employee Share Ownership Trust sold on
behalf of the relevant Director the number of shares shown opposite his name
below on 22 February 2001 @ £5.86 per share to meet the Director's tax liability
on the award of the shares:-

Sir John Browne            213,040 Ordinary shares
Mr R.F. Chase              135,600 Ordinary shares
Dr C.S. Gibson-Smith       118,960 Ordinary shares
Mr R.L. Oliver             118,960 Ordinary shares


LETTER FROM BP AMOCO plc