SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

for the period ended June 30, 2005

BP p.l.c.

(Translation of registrant’s name into English)

1 ST JAMES’S SQUARE, LONDON, SW1Y 4PD, ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO.  333-9790) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO.  333-65996), THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-110203) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO.  333-83180) OF BP AUSTRALIA CAPITAL MARKETS LIMITED, BP CANADA FINANCE COMPANY, BP CAPITAL MARKETS p.l.c., BP CAPITAL MARKETS AMERICA INC.  AND BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  33-21868) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  333-9020) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  333-9798) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  333-79399) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  333-34968) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  333-67206) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  333-74414) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  333-103924) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  333-102583) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO.  333-103923) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-119934) OF BP p.l.c., THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123482) OF BP p.l.c., AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-123483) OF BP p.l.c., AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

BP p.l.c. AND SUBSIDIARIES

FORM 6-K FOR THE PERIOD ENDED JUNE 30, 2005

2

BP p.l.c. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

GROUP RESULTS JANUARY — JUNE 2005

BP will adopt International Financial Reporting Standards (IFRS) for the first time in its financial statements for the year ending December 31, 2005, which will include comparative financial statements for the years ended December 31, 2004 and 2003. For all periods up to and including the year ended December 31, 2004, BP has prepared its financial statements in accordance with UK generally accepted accounting practice (UK GAAP). IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’ (IFRS 1) requires that an entity develop accounting policies based on the standards and related interpretations effective at the reporting date of its first annual IFRS financial statements (that is, December 31, 2005). IFRS 1 also requires that those policies be applied as of the date of transition to IFRS (that is, January 1, 2003) and throughout all periods presented in the first IFRS financial statements. The accompanying interim financial information as of and for the three month and six month periods ended June 30, 2005 and 2004, has been prepared in accordance with those IASB standards and IFRIC interpretations issued and effective, or issued and early-adopted, at July 26, 2005. The IASB standards and IFRIC interpretations that will be applicable at December 31, 2005, including those that will be applicable on an optional basis, are not known with certainty at the time of preparing this interim financial information. As a result, the accounting policies used to prepare these financial statements are subject to change up to the reporting date of the Company’s first IFRS financial statements.  In addition, BP has decided to early adopt IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’, IFRS 6 ‘Exploration for and Evaluation of Mineral Resources’, the amendment to IAS 19 ‘Amendment to international accounting standard IAS 19 Employee Benefits: Actuarial Gains and Losses, Group Plans and Disclosures’ and IFRIC 4 ‘Determining whether an Arrangement contains a Lease’.

The financial information for 2004 has been restated to reflect the following, all with effect from January 1, 2005: (a) the adoption by the Group of IFRS (see Note 3); (b) the transfer of the aromatics and acetyls operations from the former Petrochemicals segment to the Refining and Marketing segment; (c) the transfer of the olefins and derivatives operations from the former Petrochemicals segment to Other businesses and corporate; (d) the transfer of the Grangemouth and Lavéra refineries from the Refining and Marketing segment to Other businesses and corporate; (e) the transfer of the Mardi Gras pipeline from the Exploration and Production segment to the Refining and Marketing segment; and (f) the transfer of the Hobbs fractionator from the Gas, Power and Renewables segment to Other businesses and corporate. Note 4 provides further detail of the resegmentation.

TNK-BP operational and financial information has been estimated.

The second quarter and first half trading environment was generally stronger than a year ago with higher oil and gas realizations, higher refining and chemicals margins, but with lower retail marketing margins. For the three months ended June 30, 2005 the Brent oil price increased $16.31 per barrel, the Henry Hub gas price was up $0.74 per mmbtu and the refining Global Indicator Margin increased $0.14 per barrel compared with a year ago. For the half year, the Brent oil price was $15.97 per barrel higher, the Henry Hub gas price was $0.67 per mmbtu higher and the refining Global Indicator Margin was up $0.60 per barrel compared with a year ago.

Sales and other operating revenues for the three months and six months ended June 30, 2005 were $87 billion and $166 billion respectively, compared with $70 billion and $139 billion for the equivalent periods in 2004.  The increase in sales and other operating revenues for the second quarter reflects increases of around $21 billion from higher prices and around $1 billion from foreign exchange movements.

The increase in sales and other operating revenues for the half year reflects increases of around $40 billion from higher sales prices and $2 billion from foreign exchange movements, partly offset by a net decrease of approximately $7 billion from lower sales volumes.

3

Profit attributable to BP shareholders for the three months ended June 30, 2005 was $5,591 million, including inventory holding gains of $610 million.  Profit for the three months ended June 30, 2004 was $4,335 million, including inventory holding gains of $462 million.  Inventory holding gains or losses represent the difference between the cost of sales calculated using the average cost of supplies incurred during the period and the cost of sales calculated using the first-in first-out method.  Profit attributable to BP shareholders for the six months ended June 30, 2005 was $12,193 million, including inventory holding gains of $1,721 million.  Profit attributable to BP shareholders for the six months ended June 30, 2004 was $9,247 million, including inventory holding gains of $1,110 million.

Profit attributable to BP shareholders for the three months ended June 30, 2005:

•                       is after net fair value losses of $674 million on embedded derivatives in certain long-term gas contracts (these embedded derivatives are fair valued at each period end with the resulting gains or losses taken to the income statement) in Exploration and Production;

•                       includes a gain of $75 million on the disposal of retail assets, and is after a charge of $700 million in respect of all fatality and personal injury compensation claims associated with the incident at the Texas City refinery on March 23, 2005 and a charge of $33 million for the impairment of an equity-accounted entity in Refining and Marketing;

•                       includes net fair value gains on embedded derivatives of $67 million and a gain of $20 million on the disposal of an NGL plant in the US in the Gas, Power and Renewables segment; and

•                       includes gains on disposal of businesses and fixed assets of $34 million, and is after a charge of $43 million relating to the separation of the olefins and derivatives business, net fair value losses on embedded derivatives of $14 million and a credit of $22 million relating to the reversal of environmental provisions no longer required in Other businesses and corporate.

Profit attributable to BP shareholders for the three months ended June 30, 2004:

•                       is after an impairment charge of $160 million in respect of a gas processing plant in the USA and a field in the Gulf of Mexico Shelf, and losses of $114 million on sales of assets in Exploration and Production;

•                       includes net gains on disposal of $55 million principally related to gains on the disposal of our Speciality Intermediates Businesses, partly offset by losses on the disposal of our interest in the Singapore Refining Company Private Limited and the closure of the lubricants operation of the Coryton Refinery in the UK in Refining and Marketing; and

•                       is after a loss on disposal of $68 million related primarily to the disposal of our Speciality Intermediates Businesses in Other businesses and corporate.

Profit attributable to BP shareholders for the six months ended June 30, 2005:

•                       includes gains of $1,067 million on the sales of assets, primarily from our interest in the Ormen Lange field, and is after charges for impairment of $130 million relating to fields in the UK North Sea and net fair value losses of $834 million on embedded derivatives in Exploration and Production;

•                       includes net gains of $89 million on the sale of retail and marketing assets, and is after a charge of $700 million in respect of all fatality and personal injury compensation claims associated with the incident at the Texas City refinery on March 23, 2005, an impairment charge of $41 million and a further charge of $33 million for the impairment of an equity-accounted entity;

•                       includes a gain of $63 million on the disposal of BP’s interest in Interconnector UK Ltd., a gain of $20 million on the disposal of an NGL plant in the US and net fair value gains of $109 million on embedded derivatives in the Gas, Power and Renewables segment; and

•                       includes net gains on disposal of businesses and fixed assets of $34 million, and is after an impairment charge of $23 million related to the olefins and derivatives business, a charge of $86 million relating to the separation of the olefins and derivatives business, net fair value losses of $18 million on embedded derivatives and a credit of $22 million relating to the reversal of environmental provisions no longer required in Other businesses and corporate.

4

Profit attributable to BP shareholders for six months ended June 30, 2004 :

•                       includes net gains on sales of assets of $97 million and is after an impairment charge of $186 million related to our interests in two fields in Venezuela, Desarrollo Zuli Occidental (DZO) and Boqueron and an impairment charge of $160 million in respect of a gas processing plant in the USA and a field in the Gulf of Mexico Shelf in Exploration and Production;

•                       is after net losses on disposal of $105 million principally related to losses on the disposal of our interest in the Singapore Refining Company Private Limited and closure of the lubricants operation of the Coryton Refinery in the UK, partially offset by gains on the disposal of our Speciality Intermediates Businesses in Refining and Marketing; and

•                       includes net gains on disposal of $1,189 million primarily related to the sale or our interests in PetroChina and Sinopec and the disposal of our Speciality Intermediates Businesses in Other businesses and corporate.

Interest payable for the three months and six months ended June 30, 2005 was $128 million and $300 million respectively, compared with $95 million and $193 million in the same periods of 2004.  The increase for the three months ended June 30, 2005 primarily reflects higher interest rates partially offset by an increase in capitalized interest.  The increase for the six months ended June 30, 2005 reflects higher interest rates and costs associated with the early redemption of finance leases, partially offset by an increase in capitalized interest.

Other finance expense for the three months and six months ended June 30, 2005 was $34 million and $63 million respectively, compared with $76 million and $152 million in the same periods of 2004.  The decreases in both periods primarily reflect a reduction in net pension finance costs.

Net taxation, other than production taxes, charged for the three months and six months ended June 30, 2005 was $2,322 million and $4,934 million respectively, compared with $1,747 million and $3,666 million in the equivalent periods last year.  The effective tax rate was 29% for both the three months and six months ended June 30, 2005, compared with 29% and 28% for the equivalent periods of 2004.

In addition to the factors above, the increase in profit for the period attributable to BP shareholders for the second quarter reflects higher liquids and gas realizations, higher refining margins, higher olefins and derivatives margins and volumes, and the impact of higher oil and gas production volumes.  These increases were partly offset by higher revenue investment and costs, lower contributions from the gas marketing and natural gas liquids business and lower retail marketing margins.

The primary additional factors contributing to the increase in profit for the period attributable to BP shareholders for the six months ended June 30, 2005 are higher liquids and gas realizations, higher refining margins, higher olefins and derivatives margins and the impact of higher oil and gas production volumes.  These increases were partly offset by higher costs and revenue investment and lower retail marketing margins.

Capital expenditure and acquisitions in the second quarter and half year 2005 was $3.3 billion and $6.1 billion respectively.  There were no acquisitions in the first half of 2005.  Capital expenditure and acquisitions for the second quarter and half year 2004 was $3.1 billion and $7.4 billion respectively.  The first half of 2004 includes a $1.35 billion payment relating to the contribution of TNK’s interest in Slavneft to TNK-BP.   Disposal proceeds in the second quarter and half year 2005 were $0.4 billion and $1.8 billion respectively, and in the second quarter and half year 2004 were $0.7 billion and $3.5 billion respectively.

Net cash provided by operating activities for the three months ended June 30, 2005 was $6.7 billion compared with $5.2 billion for the equivalent period of 2004, reflecting higher profit before taxation, higher dividends received from jointly controlled entities and associates, and a higher net charge for provisions, partly offset by higher taxes paid and higher gains on disposal of businesses and fixed assets. Net cash used in investing activities was $2.7 billion compared with $2.2 billion reflecting higher capital expenditure.

Net cash provided by operating activities for the six months ended June 30, 2005 was $16.1 billion compared with $12.2 billion for the equivalent period of 2004, reflecting higher profit before taxation, higher dividends received from jointly controlled entities and associates, and a higher net charge for provisions, partly offset by higher earnings from jointly controlled entities and associates, and higher taxes paid.  Net cash used in investing activities was $4.2 billion compared with $3.9 billion for the equivalent period of 2004, reflecting lower proceeds from the disposal of businesses and higher capital expenditure, partly offset by lower net investment in jointly controlled entities.

5

Net debt at June 30, 2005 was $17.9 billion compared with $21.7 billion at December 31, 2004.  The ratio of net debt to net debt plus equity was 18% at June 30, 2005 compared with 22% at December 31, 2004. This ratio shows the proportion of debt and equity used to finance our operations, and can also be used to measure borrowing capacity.  In addition to reported debt, BP uses conventional off balance sheet sources of finance such as operating leases and joint venture and associate borrowings.

The Group has access to other sources of liquidity in the form of committed facilities and other funding through the capital markets.  BP believes that, taking into account the substantial amounts of undrawn borrowing facilities available, the Group has sufficient working capital for foreseeable requirements.

In the normal course of business the Group has entered into certain long-term purchase commitments principally relating to take or pay contracts for the purchase of natural gas, crude oil and chemicals feedstocks and throughput arrangements for pipelines.  The Group expects to fulfil its obligations under these arrangements with no adverse consequences to the Group’s results of operations or financial condition.

On July 26, BP announced a quarterly dividend of 8.925 cents per ordinary share, to be paid on September 6, 2005.  Holders of ordinary shares will receive 5.119 pence per share and holders of American Depositary Receipts (ADRs) $0.5355 per ADS.  The dividend is payable on September 6, 2005 to shareholders on the register on August 12, 2005.  Participants in the Dividend Reinvestment Plan or the dividend reinvestment facility in the US Direct Access Plan will receive the dividend in the form of shares, also on September 6, 2005.  The Company repurchased 203 million of its own shares during the quarter, at a cost of $2.1 billion.  During the half year, 396 million shares were repurchased and at a cost of $4.1 billion.

6

DETAILED REVIEW OF BUSINESSES

EXPLORATION AND PRODUCTION

(a)               Includes profit after interest and tax of equity-accounted entities.

(b)              Crude oil and natural gas liquids.

(c)               Natural gas is converted to oil equivalent at 5.8 billion cubic feet = 1 million barrels.

(d)              Henry Hub First of the Month Index.

Sales and other operating revenues for the three months ended June 30, 2005 were $11 billion, compared with $8 billion in the corresponding period in 2004, primarily reflecting an increase of around $3 billion related to higher liquids and gas realizations.

Sales and other operating revenues for the six months ended June 30, 2005 were $21 billion compared with $16 billion in the corresponding period of 2004, primarily reflecting an increase of around $5 billion related to higher liquids and gas realizations.

7

Profit before interest and tax for the three months ended June 30, 2005 was $5,906 million, including inventory holding gains of $3 million, and is after net fair value losses of $674 million on embedded derivatives relating to North Sea gas contracts.  These embedded derivatives are fair valued at each period end with the resulting gains or losses taken to the income statement.  Profit before interest and tax for the three months ended June 30, 2004 was $4,263 million (there were no inventory holding gains or losses) and is after an impairment charge of $160 million in respect of a gas processing plant in the USA and a field in the Gulf of Mexico Shelf, and losses of $114 million on sales of assets.

In addition to the factors above, the primary reasons for the increase in profit for the three months ended June 30, 2005 compared with the three months ended June 30, 2004 are higher liquids and gas realizations of around $2,150 million combined with an increase of around $250 million due to higher volumes, partly offset by higher operating costs and revenue investment of around $450 million.

Profit before interest and tax for the six months ended June 30, 2005 was $12,397 million, including inventory holding gains of $8 million and gains of $1,067 million on the sales of assets, primarily from our interest in the Ormen Lange field, and is after charges for impairment of $130 million relating to fields in the UK North Sea and net fair value losses of $834 million on embedded derivatives.   Profit before interest and tax for the six months ended June 30, 2004 was $8,513 million, including inventory holding gains of $8 million and net gains on sales of assets of $97 million and is after an impairment charge of $186 million related to our interests in two fields in Venezuela, Desarrollo Zuli Occidental (DZO) and Boqueron, and an impairment charge of $160 million in respect of a gas processing plant in the USA and a field in the Gulf of Mexico Shelf.

In addition to the factors above, the primary reasons for the increase in profit before interest and tax for the six months ended June 30, 2005 compared with the six months ended June 30, 2004 are higher liquids and gas realizations of around $4,100 million combined with an increase of around $300 million due to higher volumes, partly offset by higher operating costs and revenue investment of around $900 million.

Production for the second quarter of 2005 was 2,843 mboe/d for susidiaries and 1,269 mboe/d for equity-accounted entities compared with 2,794 mboe/d and 1,177 mboe/d respectively, a year ago. For subsidiaries, this reflects growth from major projects in the New Profit Centres and anticipated decline in our Existing Profit Centres. For equity-accounted entities, this primarily reflects growth from TNK-BP.

In the deepwater Gulf of Mexico, efforts continue in response to the Thunder Horse platform incident. The facility is now stable and trim; freeboard and displacement are normal. Work continues to determine the cause. We will not begin production, originally scheduled for end-2005, until any damage has been identified and repaired. Elsewhere, projects in the New Profit Centres remain on track. In Azerbaijan, line-fill of the Baku-Tbilisi-Ceyhan (BTC) oil export pipeline commenced and the official inauguration ceremony was held on May 25, 2005. In Angola, the Kizomba B development achieved first oil in early July, ahead of schedule. In Trinidad, both the Cannonball project and the Atlantic LNG Train 4 remain on course for start-up of production in the second half of the year. In addition, we approved our investment in a fifth LNG train in the North West Shelf development in Australia during the second quarter.

Projects in the Existing Profit Centres also remain on track. In Egypt, we extended two concessions in the Gulf of Suez: the Merged Concession Agreement (MCA) and South Garib, which will extend the life of the existing oil fields, increase the recovery of remaining reserves and provide a foundation for growth through future exploration.

During the quarter, BP Trinidad and Tobago LLC (BP 70%) reached agreement for the sale of the Teak, Samaan and Poui fields in Trinidad. Completion of the transaction is expected in the fourth quarter of 2005 subject to regulatory and other approvals.

8

REFINING AND MARKETING

(a)                       Includes profit after interest and tax of equity-accounted entities.

(b)                      Refinery throughputs exclude the Grangemouth and Lavéra refineries which were transferred to Other businesses and corporate effective January 1, 2005.

(c)                       Refining availability in the period is the weighted average percentage that refinery units are available for processing, after accounting for downtime such as planned maintenance.

(d)                      The Global Indicator Refining Margin (GIM) is the average of six regional indicator margins weighted for BP’s crude refining capacity in each region.  Each regional indicator margin is based on a single representative crude with product yields characteristic of the typical level of upgrading complexity.  The regional indicator margin may not be representative of the margins achieved by BP in any period because of BP’s particular refinery configurations and crude and product slate.  The GIM data shown above excludes the Grangemouth and Lavéra refineries.

Sales and other operating revenues for the three months and six months ended June 30, 2005 were $61 billion and $111 billion respectively, compared with $49 billion and $93 billion for the same periods in the prior year.  The increase in sales and other operating revenues in the second quarter of 2005 compared with 2004 was due principally to higher prices contributing approximately $14 billion and foreign exchange movements contributing approximately $1 billion, offset by lower sales volumes of around $3 billion. The increase in sales and other operating revenues in half year 2005 compared with the half year 2004 was principally due to higher prices contributing approximately $27 billion and foreign exchange movements contributing approximately $2 billion, partly offset by lower sales volumes of around $11 billion.

Profit before interest and tax for the three months ended June 30, 2005 was $1,950 million, including inventory gains of $664 million and a gain of $75 million on the disposal of retail assets, and is after a charge of $700 million in respect of all fatality and personal injury compensation claims associated with the incident at the Texas City refinery on March 23, 2005 and a charge of $33 million for the impairment of an equity-accounted entity.  Profit before interest and tax for the three months ended June 30, 2004 was $2,070 million, including inventory holding gains of $405 million and net gains on disposal of $55 million principally related to gains on the disposal of our Speciality Intermediates Businesses partly offset by losses on the disposal of our interest in the Singapore Refining Company Private Limited and the closure of the lubricants operation of the Coryton Refinery in the UK.

The primary additional factors reflected in the decrease in profit before interest and tax for the three months ended June 30, 2005 compared with the three months ended June 30, 2004 are higher refining margins contributing approximately $450 million, offset by lower retail marketing margins contributing around $125 million.

Profit before interest and tax for the six months ended June 30, 2005 was $4,313 million, including inventory holding gains of $1,606 million and net gains of $89 million on the sale of retail and marketing assets, and is after a charge of $700 million in respect of all fatality and personal injury compensation claims associated with the incident at the Texas City refinery on March 23, 2005, an impairment charge of $41 million and a further charge of $33 million for the impairment of an equity-accounted entity.  Profit before interest and tax for the six months ended June 30, 2004 was $3,543 million, including inventory holding gains of $958 million, and is after net losses on disposal of $105 million principally related to losses on the disposal of our interest in the Singapore Refining Company Private Limited and the closure of the lubricants operation of the Coryton Refinery in the UK, partially offset by gains on the disposal of our Speciality Intermediates Businesses.

9

The primary additional reasons for the increase in profit before interest and tax for the six months ended June 30, 2005, compared with the six months ended June 30, 2004 were improved refining margins contributing approximately $1,050 million, offset by lower retail marketing margins of approximately $375 million.

The average refining Global Indicator Margin (GIM) for both the second quarter and the first half of 2005 were higher than in the equivalent periods of 2004 due to product demand strength and the benefits of heavy/sour crude discounts. The margin realized by BP’s refinery system also reflected the benefits of locational advantages and supply optimization. Retail marketing margins were lower than last year for both the quarter and half year as a result of rises in crude and product prices being faster than the increase in selling prices.

Refining crude oil throughputs for the quarter and first half were 2,536 kb/d and 2,523 kb/d respectively, lower than last year primarily due to the impact of disposals. The quarter’s refining availability reduced to 93% compared with the 95% we achieved consistently last year and in the first quarter. This reflects the full quarter impact of the Texas City incident. Marketing sales were 3,962 kb/d in the second quarter and 3,946 kb/d for the half year, held at similar levels to both the second quarter and first half of 2004 despite the significant increase in crude and product prices.

On August 17, 2005 BP announced that it is to appoint an independent panel to review the safety management systems and corporate safety culture of BP Products North America, the subsidiary responsible for its US refining operations, responding to an urgent recommendation made by the US Chemical Safety and Hazard Investigation Board (CSB) on August 17, 2005 in the wake of recent chemical accidents at BP’s south Texas facilities. CSB, an independent US federal agency charged with investigating industrial chemical accidents, is investigating the March 23 explosion at the Texas City refinery.  BP continues to cooperate with the CSB, the US Occupational Safety and Health Administration, the US Environmental Protection Agency and the Texas Commission on Environmental Quality in connection with this matter.

10

GAS, POWER AND RENEWABLES

(a)                                  Includes profit after interest and tax of equity-accounted entities.

Sales and other opreating revenues for the three months and six months ended June 30, 2005 were $23 billion and $47 billion respectively, compared with $18 billion and $39 billion for the same periods in 2004.  The increase for the quarter reflects an increase of around $3 billion due to higher volumes and an increase of around $2 billion due to higher prices.  The increase for the half year reflects increases of around $4 billion due to higher prices and around $4 billion due to higher volumes.

Profit before interest and tax for the three months ended June 30, 2005 was $160 million, including net fair value gains on embedded derivatives of $67 million and a gain of $20 million on the disposal of an NGL plant in the US, and is after inventory holding losses of $14 million.  Profit before interest and tax for the three months ended June 30, 2004 was $183 million, after inventory holding losses of $6 million.

The additional factors contributing to the decrease in profit before interest and tax for the three months ended June 30, 2005 compared with the equivalent period in 2004 are lower contributions from the gas marketing business of around $80 million and lower contributions from the natural gas liquids business of around $50 million.

Profit before interest and tax for the six months ended June 30, 2005 was $578 million, including a gain of $63 million on the disposal of BP’s interest in Interconnector UK Ltd., a gain of $20 million on the disposal of an NGL plant in the US and net fair value gains of $109 million on embedded derivatives (there were no inventory holding gains or losses). Profit before interest and tax for the six months ended June 30, 2004 was $374 million, after inventory holding losses of $16 million.

For the six months ended June 30, 2005, contributions from the operating businesses were similar compared to the same period in 2004.

11

OTHER BUSINESSES AND CORPORATE

(a)                                  Includes profit after interest and tax of equity-accounted entities.

Other businesses and corporate comprises olefins and derivatives, Finance, the Group’s aluminium asset, interest income and costs relating to corporate activities.  The Group’s interests in PetroChina and Sinopec were divested in early 2004.

Profit before interest and tax for the three months ended June 30, 2005 was $132 million, including gains on disposal of businesses and fixed assets of $34 million, and is after inventory holding losses of $43 million, a charge of $43 million relating to the separation of the olefins and derivatives business, net fair value losses on embedded derivatives of $14 million and a credit of $22 million relating to the reversal of environmental provisions no longer required. The loss before interest and tax for the three months ended June 30, 2004 was $134 million, including inventory holding gains of $63 million, and is after loss on disposal of $68 million related primarily to the disposal of our Speciality Intermediates Businesses. The olefins and derivatives result showed a marked increase over a year ago primarily as a result of higher margins and volumes.

Profit before interest and tax for the six months ended June 30, 2005 was $489 million, including inventory holding gains of $107 million and net gains on disposal of businesses and fixed assets of $34 million, and is after an impairment charge of $23 million related to the olefins and derivatives business, a charge of $86 million relating to the separation of the olefins and derivatives business, net fair value losses of $18 million on embedded derivatives and a credit of $22 million relating to the reversal of environmental provisions no longer required.  The profit before interest and tax for the six months ended June 30, 2004 was $1,057 million, including inventory holding gains of $160 million, and net gains on disposals of $1,189 million primarily related to the sale or our interests in PetroChina and Sinopec.

On August 10, 2005, Innovene’s Chocolate Bayou plant near Alvin, Texas, US, experienced a fire in the plant’s #2 Olefins unit.  No personnel were injured as a direct result of the incident.  One employee emergency responder was taken to hospital for treatment but has since been released.

The fire resulted in the loss of production from the #2 Olefins unit.  The unit produces ethylene, propylene and hydrogen.  An investigation has been opened, but the cause of the incident is not known at this time.

OUTLOOK STATEMENT

First half world economic growth has been sustained near its 10-year average of 3%, and is expected to remain so for the rest of 2005.

Oil prices averaged $51.63 per barrel (Dated Brent) in the second quarter, around $4.00 per barrel higher than in the first quarter. OECD commercial inventories have risen at above normal seasonal rates in the second quarter and remain above five-year average levels. Prices remain supported by strong world oil consumption growth and limited spare oil production capacity.

US natural gas prices averaged $6.74/mmbtu (Henry Hub first of month index) in the second quarter, up by around $0.50/mmbtu versus the first quarter.  Gas inventories remain above year-earlier and five-year average levels but the surplus has been declining and the futures market continues to signal a supply-constrained market heading into the winter heating season.

BP’s average refining Global Indicator Margin improved by nearly $2.50/bbl versus the first quarter to reach $8.42/bbl. So far in the third quarter, refining margins remain very firm in all regions, albeit below second quarter levels. The outlook for retail margins remains uncertain with continuing crude and product price volatility. Rising product prices have dampened margins over the past few weeks and have contributed to a weak start to the third quarter.

12

BP is continuing to assess the impact of Hurricane Katrina on its operations in the US.  With regard to our exploration and production operations along the Gulf Coast, there appear to be no indications of damage or environmental incident involving our deepwater platforms, although more detailed inspections on three platforms are taking place.  Some damage and environmental incident have been found at some of our facilities located in the shallow waters of the Gulf of Mexico Shelf which are also being investigated further.  All the wells on the onshore properties east and west of Baton Rouge were shut-in as the storm approached, they have now been inspected, and it is hoped they will be returned to production over the next several days.  There has been severe damage at the dock at BP’s product terminal in Mobile, Alabama. However the gas plant at Pascagoula, Mississippi and the Castrol lubricants plant in Baton Rouge escaped damage.  None of BP’s refineries were directly impacted by the hurricane, but fuel production has been disrupted by factors such as crude oil supply and pipeline availability.

FORWARD-LOOKING STATEMENTS

In order to utilize the ‘Safe Harbor’ provisions of the United States Private Securities Litigation Reform Act of 1995, BP is providing the following cautionary statement.  The foregoing discussion, in particular, although not limited to, the statements under ‘Group Results’, ‘Exploration and Production’ and ‘Outlook’, with regard to BP’s capital expenditure costs, demand, growth and other trend projections, future performance margins, prices, production, working capital and fulfillment of contract obligations are all forward-looking in nature.  Forward-looking statements are also identified by such phrases as ‘will’, ‘expects’, ‘is expected to’, ‘should’, ‘may’, ‘is likely to’, ‘intends’, ‘plans’, ‘appears’ and ‘believes’.  By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will or may occur in the future and are outside the control of BP.  Actual results may differ materially from those expressed in such statements, depending on a variety of factors, including the specific factors identified in the discussions accompanying such forward-looking statements; future levels of industry product supply, demand and pricing; the timing of bringing new fields onstream; exchange rate fluctuations; operational problems; general economic conditions, including inflationary pressure, political stability and economic growth in relevant areas of the world; changes in laws and governmental regulations; development and use of new technology; successful partnering; the actions of competitors; the actions of competitors and third party suppliers of facilities and services; natural disasters and prolonged adverse weather conditions; changes in public expectations and other changes to business conditions; wars and acts of terrorism or sabotage; and other factors discussed elsewhere in this report.  These and other factors may cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.  Additional information, including information on factors which may affect BP’s business, is contained in BP’s Annual Report and Annual Accounts for 2004 and the Annual Report on Form 20-F for 2004 filed with the US Securities and Exchange Commission.

DIVIDENDS PAYABLE

On July 26, 2005, BP p.l.c. announced a quarterly dividend of 8.925 cents per ordinary share of 25 cents (ordinary shares) to be paid in September, representing $0.5355 per American Depositary Share (ADS).  The record date for qualifying US resident holders of American Depositary Shares as well as holders of ordinary shares was August 12, 2005, and payment will be made on September 6, 2005.

A dividend reinvestment facility is available for holders of ADSs through JPMorgan Chase Bank.  Participants in the dividend reinvestment facility included in the US Direct Access Plan will receive/received the dividend in the form of shares on September 6, 2005.

13

BP p.l.c. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(a)               A summary of the material adjustments to profit for the period which would be required if generally accepted accounting principles in the United States had been applied instead of International Financial Reporting Standards is given in Note 15.

14

BP p.l.c. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(a)          A summary of the material adjustments to BP shareholders’ equity which would be required if generally accepted accounting principles in the United States had been applied instead of International Financial Reporting Standards is given in Note 15.

15

BP p.l.c. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

16

STATEMENT OF RECOGNIZED INCOME AND EXPENSES

17

BP p.l.c. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Significant accounting policies

Basis of preparation

The consolidated financial statements have been prepared on a historical cost basis, except for inventory held for trading purposes and certain derivative financial instruments that have been measured at fair value.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and entities controlled by the Company (its subsidiaries) as at December 31, each year.  Control is achieved where the Company has the power to govern the financial and operating policies of an investee so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.  The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies.

All intercompany balances and transactions, including unrealized profits arising from intra-group transactions, have been eliminated in full.  Unrealized losses are eliminated unless costs cannot be recovered.

Investments in associates

An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee.

The results and the assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting. Investments in associates are carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associate, less any impairment in value of individual investments.  The income statement reflects the Group’s share of the results of operations after tax of the associate.  Where there has been a change recognized directly in the associate’s equity, the Group recognizes its share of any changes and discloses this, when applicable, in the statement of changes in equity.

Financial statements of associates have been prepared for the same reporting period as the Group. Where necessary, adjustments are made to the financial statements of associates to bring the accounting policies used into line with those used by the Group.

Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Investments in joint ventures

A jointly controlled entity is a joint venture which involves the establishment of an entity to engage in economic activity which the Group jointly controls with its fellow venturers. Joint control requires that there be a contractual agreement between the venturers sharing control over the entity; and which, among other things, requires the unanimous consent of venturers to all strategic financial and operating decisions.

The results and the assets and liabilities of jointly controlled entities are incorporated in these financial statements using the equity method of accounting. Investments in jointly controlled entities are carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the jointly controlled entity, less any impairment in value of individual investments.  The income statement reflects the Group’s share of the results of operations after tax of the jointly controlled entity.  Where there has been a change recognized directly in the jointly controlled entity’s equity, the Group recognizes its share of any changes and discloses this, when applicable, in the statement of changes in equity.

Financial statements of jointly controlled entities have been prepared for the same reporting period as the Group. Where necessary, adjustments are made to the financial statements of jointly controlled entities to bring the accounting policies used into line with those used by the Group.

Unrealized gains on transactions between the Group and its jointly controlled entities are eliminated to the extent of the Group’s interest in the jointly controlled entities. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Certain of the Group’s activities, particularly in the Exploration and Production segment, are conducted through joint ventures where the venturers have a direct ownership interest in, and jointly control the assets of the venture. The results, assets and liabilities of these jointly controlled assets are included in the consolidated financial statements in proportion to the Group’s interest.

18

Foreign currency translation

In individual companies, transactions in foreign currencies are recorded in the functional currency at the rate of exchange ruling at the date of the transaction.   Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the rate of exchange ruling at the balance sheet date. Any resulting exchange differences are included in the income statement. Nonmonetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated into the functional currency using the rate of exchange at the date of the initial transaction. Nonmonetary assets and liabilities measured at fair value in a foreign currency are translated into the functional currency using the rate of exchange at the date the fair value was determined.

The assets and liabilities of non-US dollar functional currency subsidiaries, associates and jointly controlled entities, including related goodwill, are translated into US dollars at the rate of exchange ruling at the balance sheet date. The results and cash flows of non-US dollar functional currency subsidiaries, associates and jointly controlled entities are translated into US dollars using average rates of exchange. Exchange adjustments arising when the opening net assets and the profits for the period retained by non-US dollar functional currency subsidiaries, associates and jointly controlled entities are translated into US dollars are taken to a separate component of equity and reported in the statement of recognized income and expenses. On disposal of a foreign operation, the deferred cumulative amount recognized in equity relating to that particular foreign operation is recognized in the income statement. Exchange gains and losses arising on long-term foreign currency borrowings used to finance the Group’s foreign currency investments are also taken to equity.

Business combinations and goodwill

Business combinations are accounted for using the purchase method of accounting. The cost of an acquisition is measured as the cash paid, and the fair value of other assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. The acquired identifiable assets, liabilities and contingent liabilities are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the net fair value of the identifiable assets acquired is recognized as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to the income statement in the period of acquisition. Where the Group does not acquire 100% ownership of the acquired company, the interest of minority shareholders is stated at the minority’s proportion of the fair values of the assets and liabilities recognized. Subsequently, any losses applicable to the minority interest in excess of the minority interest are allocated against the interests of the parent.

Goodwill may also arise upon investments in associates and jointly controlled entities, being the surplus of the cost of investment over the Group’s share of the net fair value of the identifiable assets. Such goodwill is recorded within investments in associates and jointly controlled entities, and any impairment of the goodwill is included within the income from associates and jointly controlled entities.

Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.  Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.  Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination’s synergies. For this purpose cash-generating units are set at one level below business segment.  Impairment is determined by assessing the recoverable amount of the cash-generating unit, to which the goodwill relates.  Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognized.  Where goodwill forms part of a cash-generating unit and part of the operations within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.   Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.