Director Shrhldg-Replacement

BP PLC
27 May 2002


The issuer has made the following amendment to the Director Shareholding
announcement released on 23 May 2002 at 14:53 under RNS No 3421W.

Dr J.G.S. Buchanan, Mr R.F. Chase and Mr R.L. Olver each received 66 BP Ordinary 
shares on 15 May 2002 @ £5.87 per share, rather than 63 shares each as 
originally notified. 

All other details remain unchanged.

The full corrected version is shown below.
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Letter to:  RNS PLC

We write to notify you that we were advised today by Computershare Plan Managers
that on 15 May 2002 the following Directors of BP p.l.c. acquired the numbers of
BP Ordinary shares shown opposite their names below @ £5.87 per share through
participation in the BP ShareMatchUK Plan:-

          Dr J.G.S. Buchanan                      66 shares
          Mr R.F. Chase                           66 shares
          Mr R.L. Olver                           66 shares


Letter from:  BP PLC



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