Director Shareholding

BP PLC
21 February 2002


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 p.l.c. set out below acquired
a potential interest in the number of the Company's shares shown opposite his
name on 19 February 2002 as a consequence of the Company's Remuneration
Committee making an award of such shares to him:-

           Lord Browne of Madingley             472,500 Ordinary shares
           Dr J.G.S. Buchanan                   280,000 Ordinary shares
           Mr R.F. Chase                        315,000 Ordinary shares
           Mr R.L. Olver                        252,000 Ordinary shares

The Trustee of the BP Employee Share Ownership Trust purchased 1,319,500
Ordinary shares @ £5.695 per share on 19 February 2002 to satisfy these awards. 
Each Director acquired a beneficial interest in the shares shown above when the
award took effect on 19 February 2002.

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 19 February 2002 @ £5.695 per share to meet the Director's tax
liability on the award of the shares:-

           Lord Browne of Madingley             189,000 Ordinary shares
           Dr J.G.S. Buchanan                   112,000 Ordinary shares
           Mr R.F. Chase                        126,000 Ordinary shares
           Mr R.L. Olver                        100,800 Ordinary shares


From BP PLC
       




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