Recommended Offer by BP Amoco - Part 1

Burmah Castrol PLC
14 March 2000


Part 1
                                       
BP AMOCO AGREES RECOMMENDED CASH OFFER
TO BUY BURMAH CASTROL FOR £3 ($4.7) BILLION

    Cash offer of £16.75 per share
         
    Recommended by Burmah Castrol board
         
    BP Amoco to make Castrol its leading lubricants brand
         
    Strong brands and innovative skills for powerful future growth
         
    Large customer base and new global markets
         
    Pre-tax savings of $260 million a year by 2003
         


LONDON, March 14: In a move that will powerfully boost the brand impact and
growth potential of its global lubricants business, BP Amoco today announced
that it has agreed to buy Burmah Castrol for £3 ($4.7) billion.

The recommended cash offer of £16.75 per share for Burmah Castrol has been
agreed by the boards of both companies.

Following the acquisition, Castrol will become BP Amoco's leading lubricants
brand, with its products made available through the group's 28,000 retail
sites and to BP Amoco's automotive, industrial and marine customers around the
world.

The acquisition will bring BP Amoco millions of new customers, giving the
combination access to emerging markets where BP Amoco currently has a limited
presence and making Castrol products available to BP Amoco's massive customer
base worldwide.

BP Amoco chief executive Sir John Browne said: 'Castrol is one of the great
lubricants brands of the world. It is a name that stands for superbly
engineered products of the highest quality, and research and development that
has consistently kept those products at the forefront of the marketplace.

'Castrol brings outstandingly innovative marketing and brand-management
expertise. Combining those attributes with BP Amoco's ability to build highly
profitable, performance-driven businesses will create a distinctive global
lubricants operation able to compete effectively with even the strongest
competitors.

'Castrol also has a track record of growing its sales faster than the market,
particularly in emerging economies such as India, Asia and Latin America', Sir
John said.

'Put simply, the combination will add millions of new customers worldwide and
give BP Amoco access to emerging markets where we currently have a limited
presence. It will make Castrol products available to our own massive customer
base worldwide, including commercial and industrial users. The result will
powerfully strengthen our existing business and give us entry to new markets
that offer immense potential for continuing growth.'

Burmah Castrol chairman Jonathan Fry said: 'The board of Burmah Castrol
unanimously recommends that Burmah Castrol shareholders accept BP Amoco's
offer. The combination with BP Amoco will provide significant new
opportunities for Castrol's businesses and employees.'

The lubricants businesses of BP Amoco and Burmah Castrol will be merged to
form a new lubricants division run by a management team drawn from both
companies and based at the Swindon offices of Burmah Castrol. David Baldry of
BP Amoco will head this new division.

BP Amoco's Offer, which will be pre-conditional on certain regulatory
clearances, will be £16.75 in cash for each Burmah Castrol share, valuing
Burmah Castrol at approximately £3 ($4.7) billion. This represents a premium
of 61 per cent over the average Closing Price for Burmah Castrol shares for
the three months to March 10, 2000 (the last day preceding the announcement
that BP Amoco and Burmah Castrol were in discussions about a possible offer).
The premium is 74 per cent over the Closing Price for Burmah Castrol shares on
March 10, 2000. Burmah Castrol shareholders will retain the right to receive
the final dividend of 31.9 pence per share declared on February 28, 2000.
There will be a Loan Note Alternative to the Offer.

The creation of the new combined business is expected to yield pre-tax cost
savings of around $260 million a year by 2003, mainly from eliminating
duplication in logistics, procurement and support services, together with a
reduction in staff worldwide from the combined operation of some 1700, as the
businesses are integrated. The costs of implementation are expected to be
approximately $390 million, all of which will be taken as a charge in 2000.

Burmah Castrol has operations all around the world and generated operating
profits from continuing businesses before exceptional items of £284 million in
1999. Of this, £213 million was contributed by Castrol and £79 million by
Burmah Castrol's speciality chemicals businesses. Subject to review, BP Amoco
expects to dispose of these speciality chemicals businesses.

The formal offer document will be sent to Burmah Castrol shareholders when the
pre-conditions of the Offer, which involve obtaining regulatory clearances,
have been satisfied or waived. Morgan Stanley Dean Witter are acting for BP
Amoco. J Henry Schroder & Co. Limited and Wasserstein Perella & Co. Limited
are acting for Burmah Castrol.  Credit Suisse First Boston and Cazenove & Co.
are acting as joint brokers to Burmah Castrol.



Note to Editors

Background information on BP Amoco and Burmah Castrol is given in Part II of
this announcement and additional information on the offer is set out in Part
III and its appendices. The foregoing summary should be read in conjunction
with the rest of this announcement.



There will be a presentation to analysts and press at 11.00 a.m. at the
Millennium Gloucester Conference Centre, Harrington Gardens, London SW7 4LH.

    Further information:
         
    BP Amoco p.l.c - media enquiries, Roddy Kennedy 0207 496 4624
         
    BP Amoco p.l.c. - investor relations, David Peattie 0207 496 4717
         
    Morgan Stanley Dean Witter - Michael Tory/Peter Cross 0207 425 5555
         
    Burmah Castrol plc - James Alexander 01793 452 006
         
    Schroder - Mark Warham 0207 658 6000
         
    Wasserstein Perella - Jeffrey Rosen 0207 446 8000
         
    Hogarth Partnership - Rachel Hirst 0207 357 9477
         
                                   
This press announcement does not constitute an offer or invitation to purchase
    
 any securities or a solicitation of an offer to buy any securities, pursuant
    to the Offer or otherwise.
    
The Offer will not be made, directly or indirectly, in or into Canada,
Australia, Japan or New Zealand.  The Offer will not be capable of acceptance
from within Canada, Australia, Japan or New Zealand and doing so may render
invalid any purported acceptance.

The Loan Notes have not been and will not be registered under the US
Securities Act of 1933, as amended, nor the securities laws of any state of
the United States nor under applicable securities laws of Canada, Australia,
Japan or New Zealand.  The Loan Notes may not be offered, sold or delivered,
directly or indirectly, in or into the United States, Canada, Australia, Japan
or New Zealand except pursuant to exemptions from applicable requirements of
such jurisdictions.

The availability of the Offer or the Loan Note Alternative to Burmah Castrol
shareholders who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions. Burmah Castrol shareholders who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

Morgan Stanley & Co. Limited, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for BP Amoco p.l.c. and
for no one else in connection with the Offer and will not be responsible to
anyone other than BP Amoco p.l.c. for providing the protections afforded to
customers of Morgan Stanley & Co. Limited nor for giving advice in relation to
the Offer.

J Henry Schroder & Co. Limited, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting for Burmah Castrol and
for no one else in connection with the Offer and will not be responsible to
anyone other than Burmah Castrol for providing the protections afforded to
customers of J Henry Schroder & Co. Limited nor for giving advice in relation
to the Offer.

Wasserstein Perella & Co. Limited, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting for Burmah Castrol and
for no one else in connection with the Offer and will not be responsible to
anyone other than Burmah Castrol for providing the protections afforded to
customers of Wasserstein Perella & Co. Limited nor for giving advice in
relation to the Offer.


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