Director Shareholding

BP PLC
28 April 2005





The Company announces that on 28 April 2005, performance share awards (Awards)
were made to the following Executive Directors under the share element of the BP
Executive Directors' Incentive Plan (the Plan).  The Plan was renewed by
shareholders at the Company's annual general meeting on 14 April 2005.


Director                                         Max number of Ordinary Shares 
                                                 in the Company under Award

Lord Browne                                                         2,006,767
Dr D C Allen                                                           436,623
Mr I C Conn                                                            415,832
Dr A B Hayward                                                       436,623
Mr J A Manzoni                                                         436,623
                                                 Max number of ADSs under award

Dr B E Grote                                                             83,630



The number of Shares/ADSs set out above is the maximum number which may vest
under the Award.  The actual number of Shares/ADSs which vest will depend on the
extent to which performance conditions have been satisfied over a three-year
period.  These are described in the summary of the Plan set out in the Company's
Directors' Remuneration Report.  In addition, each Director will be entitled to
additional Shares/ADSs representing the value of reinvested dividends on those
Shares/ADSs which vest.






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