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 21 October, 2004

                                    BP p.l.c.
                 (Translation of registrant's name into English)

                    (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.

              Form 20-F        |X|          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

                    Yes                            No        |X|
                         ---------------               ----------------

October 21, 2004

                         BP NON-EXECUTIVE BOARD CHANGES

The board of BP p.l.c. announced today that Mr. Douglas Flint has been appointed
as a non-executive director with effect from January 1, 2005. Mr. Flint is the
group finance director of HSBC Holdings plc. He has held this post since 1995.
Previously he was a partner with the auditing firm KPMG.

Mr. Flint is a member of the Accounting Standards Board and also a member of the
Standards Advisory Council of the International Accounting Standards Committee.
He is presently chairing a review on behalf of the Financial Reporting Council
of the Turnbull Guidance on internal control.

Although he will initially have no BP board committee appointments, Mr. Flint
will join the audit committee in the first half of 2005.

Sir Robin Nicholson and Mr. Charles Knight will be retiring from the BP board at
the 2005 AGM. Both are members of the board's remuneration committee, with Sir
Robin as chairman. Dr. DeAnne Julius, a current member of the remuneration
committee, will take the chair in succession to Sir Robin. Mr. John Bryan has
now been appointed to the remuneration committee.

Mr. Tony Burgmans and Sir Tom McKillop, both recently appointed non-executive
directors of the board, have joined the ethics and environment assurance
committee and the remuneration committee respectively.

                                    - ENDS -


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         BP p.l.c.

Dated: 21 October, 2004                                  /s/ D. J. PEARL
                                                  D. J. PEARL
                                                  Deputy Company Secretary