BP (BP)

This plan sets out the terms on which awards of shares will be made to certain employees of the Company and its Subsidiaries. Employees selected for participation in the Plan will be granted a conditional entitlement to an award of shares (“

Introduction

        This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 20-F for the year ended December 31, 2004, as filed with the U.S. Securities and Exchange Commission (the SEC) on June 30, 2005, (the Original Form 20-F), amends portions of the Original Form 20-F to give effect to the Revenues and Cost of Sales Restatement (as defined below) by the registrant as described in further detail below. Except as otherwise stated in this Amendment No. 1, and except as set forth in the Financial Statements with respect to information presented therein, all information presented in this Amendment No. 1, including forward looking statements, is as at June 30, 2005 and has not been updated for events subsequent to the date of the original filing. Certain disclosures are expressly presented as of an earlier date in accordance with disclosure requirements applicable to Form 20-F.

        This Amendment No.1 amends and restates in part Items 3, 4, 5, 15, 18 and 19 of the Original Form 20-F, and no other information included in the Original Form 20-F is amended hereby.

        This Amendment No. 1 does not amend the registrants' Annual Reports on Form 20-F filed with the SEC for the year ended December 31, 2003 or any prior period.