<PAGE>

  As filed with the Securities and Exchange Commission on May 27, 1999.
                                             Registration No. 333-____

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                              _____

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                              _____

                         BP Amoco p.l.c.
     (Exact name of registrant as specified in its charter)

            England                            None
(State or other jurisdiction of   (I.R.S. Employer Identification
         incorporation                         No.)
        or organization)
                         Britannic House
                        1 Finsbury Circus
                    London EC2M 7BA, England
            (Address of principal executive offices)
            The BP America Capital Accumulation Plan

                       The DirectSave Plan

             The BP America Partnership Savings Plan

           The BP America Savings and Investment Plan

                 The BP Amoco Share Option Plan

                     (Full titles of plans)

                        Robert D. Agdern
               Vice President and General Counsel
                         BP America Inc.
                      200 E. Randolph Drive
                        Chicago, Illinois
                         (312) 856-6111
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
                                Proposed
                                Maximum     Proposed
Title of                        Offering    Maximum
Securities           Amount      Price      Aggregate    Amount of
To be                 to be       Per       Offering    Registration
Registered          Registered   Share(2)    Price(2)      Fee(2)

Ordinary Shares (1)  50,000,000   $108 1/8  $901,041,667  $250,490

(1)   In  addition, pursuant to Rule 416(c) under the  Securities
  Act  of  1933,  this  registration  statement  also  covers  an
  indeterminate  amount  of  interests  to  be  offered  or  sold
  pursuant  to  certain of the employee benefit  plans  described
  herein.

(2)   Estimated  solely  for  the  purposes  of  calculating  the
  registration   fee.   Such  estimate  has  been   computed   in
  accordance  with Rule 457(h) based on the average of  the  high
  and  low  sales prices on the New York Stock Exchange Composite
  Tape  on  May  20, 1999 for American Depositary  Shares  of  BP
  Amoco p.l.c., each of which represents six Ordinary Shares.

<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents By Reference.

      The  reports listed below have been filed with or furnished
to  the Securities Exchange Commission (the "Commission")  by  BP
Amoco p.l.c., formerly The British Petroleum Company p.l.c.  ("BP
Amoco"),  and are incorporated herein by reference to the  extent
not  superseded  by  documents or reports subsequently  filed  or
furnished:

     - BP  Amoco's Annual Report on Form 20-F for the year  ended
       December 31, 1998.

     - BP  Amoco's  Registration  Statement  on  Form  8-A  filed
       December 31, 1998 (File No. 1-6262).

      In  addition, all filings on Form 20-F filed  by  BP  Amoco
pursuant  to  the Securities Exchange Act  of 1934  and,  to  the
extent designated therein, Reports on Form 6-K filed by BP Amoco,
after  the date of this Registration Statement and prior  to  the
termination   of   the  distribution  contemplated   hereby   are
incorporated by reference in this Registration Statement from the
date of filing or furnishing such documents or reports.

      The following reports have been filed with or furnished  to
the  Commission  by  the following plans,  and  are  incorporated
herein by reference to the extent not superseded by documents  or
reports  subsequently filed or furnished: The Annual  Reports  on
Form 11-K of The BP America Capital Accumulation Plan and The  BP
America  Savings and Investment Plan for the year ended  December
30,  1997, and The DirectSave Plan and The BP America Partnership
Savings  Plan for the year ended December 31, 1997 (collectively,
the "BP Savings Plans").

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Counsel.

      The  validity of the Ordinary Shares registered herein  has
been passed upon by Peter B.P. Bevan, Group General Counsel of BP
Amoco.   The  validity of the plan interests in  the  BP  Savings
Plans  has  been passed upon by Robert D. Agdern, Vice  President
and General Counsel of BP America Inc.

Item 6.   Indemnification of Directors and Officers.

     Article 137 of BP Amoco's Articles of Association provides:

      "Subject  to  the  provisions of  and  so  far  as  may  be
consistent with the Statutes, every Director, Auditor,  Secretary
or  other  officer  of  the  Company  shall  be  entitled  to  be
indemnified  by  the Company against all costs, charges,  losses,
expenses and liabilities incurred by him in the execution  and/or
discharge of his duties and/or the exercise of his powers  and/or
otherwise in relation to or in connection with his duties, powers
or office."

     Section 310 of the Companies Act 1985 (as amended by Section
137 of the Companies Act 1989) provides as follows:

"310 - Provisions exempting officers and auditors from liability.

(1)   This section applies to any provision, whether contained in
  a  company's  articles or in any contract with the  company  or
  otherwise,  for  exempting any officer of the  company  or  any
  person  (whether an officer or not) employed by the company  as
  auditor from, or indemnifying him against, any liability  which
  by  virtue of any rule of law would otherwise attach to him  in
  respect  of any negligence, default, breach of duty  or  breach
  of trust of which he may be guilty in relation to the company.

(2)   Except  as provided by the following subsection,  any  such
  provision is void.

(3)  This section does not prevent a company

     (a)  from purchasing and maintaining for any such officer or
       auditor insurance against any such liability, or

     (b)   from  indemnifying any such officer or auditor against
       any liability incurred by him -

          (i)   in  defending any proceedings (whether  civil  or
            criminal) in which judgment is given in his favor  or
            he is acquitted, or

          (ii)  in  connection with any application under section
            144(3)  or  (4)  (acquisition of shares  by  innocent
            nominee)  or  Section  727 (general  power  to  grant
            relief  in case of honest and reasonable conduct)  in
            which relief is granted to him by the court."

     Section  727 of the Companies Act 1985 of the United Kingdom
     provides as follows:

"727 - Power of court to grant relief in certain circumstances:

(1)   If  in  any proceedings for negligence, default, breach  of
  duty  or breach of trust against an officer of a company  or  a
  person  employed by a company as auditor (whether he is  or  is
  not  an officer of the company) it appears to the court hearing
  the  case that officer or person is or may be liable in respect
  of  the negligence, default, breach of duty or breach of trust,
  but  that he has acted honestly and reasonably, and that having
  regard  to  all the circumstances of the case (including  those
  connected  with his appointment) he ought fairly to be  excused
  for  the  negligence,  default, breach of  duty  or  breach  of
  trust,  that  court may relieve him, either wholly  or  partly,
  from his liability on such terms as it things fit.

(2)   If any such officer or person as above-mentioned has reason
  to  apprehend that any claim will or might be made against  him
  in  respect  of  any  negligence, default, breach  of  duty  or
  breach of trust, he may apply to the court for relief; and  the
  court  on the application has the same power to relieve him  as
  under  this  section it would have had if it had been  a  court
  before  which  proceedings against that person for  negligence,
  default, breach of duty or breach of trust had been brought.

(3)   Where a case to which subsection (1) applies is being tried
  by  a judge with a jury, the judge, after hearing the evidence,
  may,  if  he is satisfied that the defendant or defender  ought
  in  pursuance of that subsection to be relieved either in whole
  or  in  part  from the liability sought to be enforced  against
  him,  withdraw the case in whole or in part from the  jury  and
  forthwith  direct judgment to be entered for the  defendant  or
  defender  on such terms as to costs or otherwise as  the  judge
  may think proper."

  BP Amoco maintains directors' and officers' liability insurance
for its directors and officers.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See  the  Exhibit  Index  which is  incorporated  herein  by
     reference.   The Registrant hereby undertakes that  it  will
     submit,  or  has  submitted, the BP Savings  Plans  and  any
     amendments thereto to the Internal Revenue Service  ("IRS"),
     and has made or will make all changes required by the IRS in
     order to qualify the BP Savings Plans.

Item 9.   Undertakings.

  The undersigned Registrant hereby undertakes:

(1)   To  file,  during any period in which offers or  sales  are
  being  made,  a  post-effective amendment to this  registration
  statement:  (i) to include any prospectus required  by  section
  10(a)(3) of the Securities Act of 1933; (ii) to reflect in  the
  prospectus  any  facts or events arising  after  the  effective
  date  of  the registration statement (or the most recent  post-
  effective  amendment  thereof) which, individually  or  in  the
  aggregate,  represent a fundamental change in  the  information
  set  forth in the registration statement or any material change
  to  such  information in the registration statement;  provided,
  however,  that paragraphs (1)(i) and (1)(ii) do  not  apply  if
  the  information  required to be included in  a  post-effective
  amendment by those paragraphs is contained in periodic  reports
  filed  by  the  Registrant pursuant to section  13  or  section
  15(d)  of  the  Securities  Exchange  Act  of  1934  that   are
  incorporated by reference in this registration statement.

(2)  That, for the purpose of determining any liability under the
  Securities  Act  of  1933, each such post- effective  amendment
  shall be deemed to be a new registration statement relating  to
  the  securities  offered  therein, and  the  offering  of  such
  securities at that time shall be deemed to be the initial  bona
  fide offering thereof.

(3)   To  remove  from registration by means of a  post-effective
  amendment  any of the securities being registered which  remain
  unsold at the termination of the offering.

   The undersigned Registrant hereby undertakes that, for purpose
of  determining any liability under the Securities Act  of  1933,
each  filing  of  the  Registrant's annual report  on  Form  20-F
pursuant  to  Section 13(a) or Section 15(d)  of  the  Securities
Exchange  Act  of 1934 (and each filing of each  of  the  Savings
Plans  annual reports on Form 11-K pursuant to Section  15(d)  of
the  Securities  Exchange Act of 1934) that  is  incorporated  by
reference in the registration statement shall be deemed to  be  a
new  registration  statement relating to the  securities  offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

   Insofar  as indemnification for liabilities arising under  the
Securities  Act  of 1933 may be permitted to directors,  officers
and  controlling  persons  of  the  Registrant  pursuant  to  the
provisions set forth in Item 6, or otherwise, the Registrant  has
been  advised that in the opinion of the Securities and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the Act and will be governed by the final adjudication of such issue.

<PAGE>
                   SIGNATURE OF BP AMOCO P.L.C.

     Pursuant to the requirements of the Securities Act of 1933,
BP Amoco p.l.c. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of London, England, on the 26th day of May 1999.

                              BP AMOCO P.L.C.


                              By: /s/ John Browne
                                Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Robert D. Agdern
and Daniel B. Pinkert, his or her true and lawful attorneys-in-
fact, each with power of substitution, in his or her name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits
thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto the said
attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the indicated capacities on the 26th day of May, 1999.

              Name                             Title


                                  Chief Executive Officer,
/s/ John Browne                   Executive Director
Sir John Browne                   (Principal Executive Officer)

/s/ J. Buchanan                   Chief Financial Officer, Executive Director
Dr. J. Buchanan                   (Principal Financial and Accounting Officer)


/s/ P. D. Sutherland              Co-Chairman
P.D. Sutherland


/s/ H. Laurance Fuller            Co-Chairman
H. Laurance Fuller

                                  Deputy Chairman,
/s/ Ian Prosser                   Non-Executive Director
Sir Ian Prosser


                                  Deputy Chief Executive Officer,
/s/ Rodney Chase                  Executive Director
Rodney Chase


                                  Non-Executive Director
Ruth S. Block


                                  Non-Executive Director
John H. Bryan


                                  Non-Executive Director
Erroll B. Davis, Jr.


                                  Non-Executive Director
Richard J. Ferris


/s/ C. S. Gibson-Smith            Executive Director
Dr. C. S. Gibson-Smith


                                  Non-Executive Director
Charles F. Knight


                                  Non-Executive Director
Floris A. Maljers


                                  Non-Executive Director
Dr. Walter E. Massey


/s/ H. Michael P. Miles           Non-Executive Director
H. Michael P. Miles


/s/ Robin Nicholson               Non-Executive Director
Sir Robin Nicholson


/s/ Richard L. Olver              Executive Director
Richard L. Olver


/s/ Bryan K. Sanderson            Executive Director
Bryan K. Sanderson



                                  Non-Executive Director
Michael H. Wilson


/s/ R. P. Wilson                  Non-Executive Director
R. P. Wilson


/s/ The Lord Wright of Richmond   Non-Executive Director
The Lord Wright of Richmond


/s/ John F. Campbell              Authorized Representative in the United States
John F. Campbell

<PAGE>
      SIGNATURE OF THE BP AMERICA CAPITAL ACCUMULATION PLAN

     Pursuant to the requirements of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 26, 1999.


                              THE BP AMERICA CAPITAL
                              ACCUMULATION PLAN

                              By: The BP America Capital
                              Accumulation Plan,
                                     Plan Administrator

                              By:  /s/ William E. Boswell
                                   William E. Boswell


                SIGNATURE OF THE DIRECTSAVE PLAN

     Pursuant to the requirement of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 26, 1999.

                              THE DIRECTSAVE PLAN

                              By: The DirectSave Plan, Plan
                              Administrator

                              By:  /s/ William E. Boswell
                                   William E. Boswell


      SIGNATURE OF THE BP AMERICA PARTNERSHIP SAVINGS PLAN

     Pursuant to the requirement of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland State of
Ohio, on May 26, 1999.

                              THE BP AMERICA PARTNERSHIP SAVINGS
                              PLAN

                              By: The BP America Partnership
                              Savings Plan,
                                     Plan Administrator

                              By:  /s/ William E. Boswell
                                   William E. Boswell


     SIGNATURE OF THE BP AMERICA SAVINGS AND INVESTMENT PLAN

     Pursuant to the requirement of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 26, 1999.

                              THE BP AMERICA SAVINGS AND
                              INVESTMENT PLAN

                              By: The BP America Savings and
                              Investment Plan,
                                     Plan Administrator

                              By:  /s/ William E. Boswell
                                   William E. Boswell

<PAGE>
                          EXHIBIT INDEX

Exhibit No.                      Description
4(a)       Memorandum and Articles of Association of BP Amoco  as
           amended  to  date,  incorporated by  reference  to  BP
           Amoco's report on Form 6-K dated January 4, 1999.

4(b)       Amended  and  Restated Deposit Agreement dated  as  of
           December  31, 1998 to Deposit Agreement  dated  as  of
           February  1,  1970,  among  BP  Amoco,  p.l.c.,  Amoco
           Corporation, Morgan Guaranty Trust Company of New York
           and   all  holders  from  time  to  time  of  American
           Depositary  Receipts issued thereunder, including  the
           form of American Depositary Receipts, incorporated  by
           reference  to Exhibit (a) of post-effective  Amendment
           No.  1 to the Registration Statement on Form F-6 (Reg.
           No. 333-9566).

4(c)       The BP America Capital Accumulation Plan.

4(d)       The DirectSave Plan.

4(e)       The BP America Partnership Savings Plan.

4(f)       The BP America Savings and Investment Plan.

4(g)       The BP Amoco Share Option Plan

5(a)       Opinion  of  Peter B.P. Bevan, General Counsel  of  BP
           Amoco, as to the validity of the Ordinary Shares being
           registered.

5(b)       Opinion  of  Robert D. Agdern, General Counsel  of  BP
           America,  as  to  the validity of the  plan  interests
           being registered.

23(a)      Consent   of  Ernst  &  Young,  independent  auditors,
           London, England.

23(b)      Consent  of  Ernst  &  Young  LLP, independent auditors,
           Cleveland, Ohio

23(c)      Consent  of  PricewaterhouseCoopers  LLP,  independent
           accountants, Chicago, Illinois

23(d)      Consent  of  Peter B.P. Bevan, General Counsel  of  BP
           Amoco (included in Exhibit 5).

23(e)      Consent  of  Robert D. Agdern, General Counsel  of  BP
           America (included in Exhibit 5)

24         Powers  of  Attorney (included on the  signature  page
           hereof).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21769}]
{"company-data": {"conformed-name": "BP AMOCO PLC", "cik": "0000313807", "assigned-sic": "2911", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79399", "film-number": "99635788"}, "business-address": {"street1": "BRITANNIC HOUSE", "street2": "1 FINSBURY CIRCUS", "city": "LONDON EC2M 7BA ENGL", "state": "X0", "phone": "2165865193"}, "mail-address": {"street1": "BP AMERICA INC", "street2": "200 PUBLIC SQ", "city": "CLEVELAND", "state": "OH", "zip": "44114"}, "former-company": {"former-conformed-name": "BRITISH PETROLEUM CO PLC", "date-changed": "19970226"}}
As filed with the Securities and Exchange Commission on May 27, 1999.
                                             Registration No. 333-____

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                              _____

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                              _____

                         BP Amoco p.l.c.
     (Exact name of registrant as specified in its charter)

            England                            None
(State or other jurisdiction of   (I.R.S. Employer Identification
         incorporation                         No.)
        or organization)
                         Britannic House
                        1 Finsbury Circus
                    London EC2M 7BA, England
            (Address of principal executive offices)
            The BP America Capital Accumulation Plan

                       The DirectSave Plan

             The BP America Partnership Savings Plan

           The BP America Savings and Investment Plan

                 The BP Amoco Share Option Plan

                     (Full titles of plans)

                        Robert D. Agdern
               Vice President and General Counsel
                         BP America Inc.
                      200 E. Randolph Drive
                        Chicago, Illinois
                         (312) 856-6111
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
                                Proposed
                                Maximum     Proposed
Title of                        Offering    Maximum
Securities           Amount      Price      Aggregate    Amount of
To be                 to be       Per       Offering    Registration
Registered          Registered   Share(2)    Price(2)      Fee(2)

Ordinary Shares (1)  50,000,000   $108 1/8  $901,041,667  $250,490

(1)   In  addition, pursuant to Rule 416(c) under the  Securities
  Act  of  1933,  this  registration  statement  also  covers  an
  indeterminate  amount  of  interests  to  be  offered  or  sold
  pursuant  to  certain of the employee benefit  plans  described
  herein.

(2)   Estimated  solely  for  the  purposes  of  calculating  the
  registration   fee.   Such  estimate  has  been   computed   in
  accordance  with Rule 457(h) based on the average of  the  high
  and  low  sales prices on the New York Stock Exchange Composite
  Tape  on  May  20, 1999 for American Depositary  Shares  of  BP
  Amoco p.l.c., each of which represents six Ordinary Shares.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents By Reference.

      The  reports listed below have been filed with or furnished
to  the Securities Exchange Commission (the "Commission")  by  BP
Amoco p.l.c., formerly The British Petroleum Company p.l.c.  ("BP
Amoco"),  and are incorporated herein by reference to the  extent
not  superseded  by  documents or reports subsequently  filed  or
furnished:

     - BP  Amoco's Annual Report on Form 20-F for the year  ended
       December 31, 1998.

     - BP  Amoco's  Registration  Statement  on  Form  8-A  filed
       December 31, 1998 (File No. 1-6262).

      In  addition, all filings on Form 20-F filed  by  BP  Amoco
pursuant  to  the Securities Exchange Act  of 1934  and,  to  the
extent designated therein, Reports on Form 6-K filed by BP Amoco,
after  the date of this Registration Statement and prior  to  the
termination   of   the  distribution  contemplated   hereby   are
incorporated by reference in this Registration Statement from the
date of filing or furnishing such documents or reports.

      The following reports have been filed with or furnished  to
the  Commission  by  the following plans,  and  are  incorporated
herein by reference to the extent not superseded by documents  or
reports  subsequently filed or furnished: The Annual  Reports  on
Form 11-K of The BP America Capital Accumulation Plan and The  BP
America  Savings and Investment Plan for the year ended  December
30,  1997, and The DirectSave Plan and The BP America Partnership
Savings  Plan for the year ended December 31, 1997 (collectively,
the "BP Savings Plans").

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Counsel.

      The  validity of the Ordinary Shares registered herein  has
been passed upon by Peter B.P. Bevan, Group General Counsel of BP
Amoco.   The  validity of the plan interests in  the  BP  Savings
Plans  has  been passed upon by Robert D. Agdern, Vice  President
and General Counsel of BP America Inc.

Item 6.   Indemnification of Directors and Officers.

     Article 137 of BP Amoco's Articles of Association provides:

      "Subject  to  the  provisions of  and  so  far  as  may  be
consistent with the Statutes, every Director, Auditor,  Secretary
or  other  officer  of  the  Company  shall  be  entitled  to  be
indemnified  by  the Company against all costs, charges,  losses,
expenses and liabilities incurred by him in the execution  and/or
discharge of his duties and/or the exercise of his powers  and/or
otherwise in relation to or in connection with his duties, powers
or office."

     Section 310 of the Companies Act 1985 (as amended by Section
137 of the Companies Act 1989) provides as follows:

"310 - Provisions exempting officers and auditors from liability.

(1)   This section applies to any provision, whether contained in
  a  company's  articles or in any contract with the  company  or
  otherwise,  for  exempting any officer of the  company  or  any
  person  (whether an officer or not) employed by the company  as
  auditor from, or indemnifying him against, any liability  which
  by  virtue of any rule of law would otherwise attach to him  in
  respect  of any negligence, default, breach of duty  or  breach
  of trust of which he may be guilty in relation to the company.

(2)   Except  as provided by the following subsection,  any  such
  provision is void.

(3)  This section does not prevent a company

     (a)  from purchasing and maintaining for any such officer or
       auditor insurance against any such liability, or

     (b)   from  indemnifying any such officer or auditor against
       any liability incurred by him -

          (i)   in  defending any proceedings (whether  civil  or
            criminal) in which judgment is given in his favor  or
            he is acquitted, or

          (ii)  in  connection with any application under section
            144(3)  or  (4)  (acquisition of shares  by  innocent
            nominee)  or  Section  727 (general  power  to  grant
            relief  in case of honest and reasonable conduct)  in
            which relief is granted to him by the court."

     Section  727 of the Companies Act 1985 of the United Kingdom
     provides as follows:

"727 - Power of court to grant relief in certain circumstances:

(1)   If  in  any proceedings for negligence, default, breach  of
  duty  or breach of trust against an officer of a company  or  a
  person  employed by a company as auditor (whether he is  or  is
  not  an officer of the company) it appears to the court hearing
  the  case that officer or person is or may be liable in respect
  of  the negligence, default, breach of duty or breach of trust,
  but  that he has acted honestly and reasonably, and that having
  regard  to  all the circumstances of the case (including  those
  connected  with his appointment) he ought fairly to be  excused
  for  the  negligence,  default, breach of  duty  or  breach  of
  trust,  that  court may relieve him, either wholly  or  partly,
  from his liability on such terms as it things fit.

(2)   If any such officer or person as above-mentioned has reason
  to  apprehend that any claim will or might be made against  him
  in  respect  of  any  negligence, default, breach  of  duty  or
  breach of trust, he may apply to the court for relief; and  the
  court  on the application has the same power to relieve him  as
  under  this  section it would have had if it had been  a  court
  before  which  proceedings against that person for  negligence,
  default, breach of duty or breach of trust had been brought.

(3)   Where a case to which subsection (1) applies is being tried
  by  a judge with a jury, the judge, after hearing the evidence,
  may,  if  he is satisfied that the defendant or defender  ought
  in  pursuance of that subsection to be relieved either in whole
  or  in  part  from the liability sought to be enforced  against
  him,  withdraw the case in whole or in part from the  jury  and
  forthwith  direct judgment to be entered for the  defendant  or
  defender  on such terms as to costs or otherwise as  the  judge
  may think proper."

  BP Amoco maintains directors' and officers' liability insurance
for its directors and officers.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See  the  Exhibit  Index  which is  incorporated  herein  by
     reference.   The Registrant hereby undertakes that  it  will
     submit,  or  has  submitted, the BP Savings  Plans  and  any
     amendments thereto to the Internal Revenue Service  ("IRS"),
     and has made or will make all changes required by the IRS in
     order to qualify the BP Savings Plans.

Item 9.   Undertakings.

  The undersigned Registrant hereby undertakes:

(1)   To  file,  during any period in which offers or  sales  are
  being  made,  a  post-effective amendment to this  registration
  statement:  (i) to include any prospectus required  by  section
  10(a)(3) of the Securities Act of 1933; (ii) to reflect in  the
  prospectus  any  facts or events arising  after  the  effective
  date  of  the registration statement (or the most recent  post-
  effective  amendment  thereof) which, individually  or  in  the
  aggregate,  represent a fundamental change in  the  information
  set  forth in the registration statement or any material change
  to  such  information in the registration statement;  provided,
  however,  that paragraphs (1)(i) and (1)(ii) do  not  apply  if
  the  information  required to be included in  a  post-effective
  amendment by those paragraphs is contained in periodic  reports
  filed  by  the  Registrant pursuant to section  13  or  section
  15(d)  of  the  Securities  Exchange  Act  of  1934  that   are
  incorporated by reference in this registration statement.

(2)  That, for the purpose of determining any liability under the
  Securities  Act  of  1933, each such post- effective  amendment
  shall be deemed to be a new registration statement relating  to
  the  securities  offered  therein, and  the  offering  of  such
  securities at that time shall be deemed to be the initial  bona
  fide offering thereof.

(3)   To  remove  from registration by means of a  post-effective
  amendment  any of the securities being registered which  remain
  unsold at the termination of the offering.

   The undersigned Registrant hereby undertakes that, for purpose
of  determining any liability under the Securities Act  of  1933,
each  filing  of  the  Registrant's annual report  on  Form  20-F
pursuant  to  Section 13(a) or Section 15(d)  of  the  Securities
Exchange  Act  of 1934 (and each filing of each  of  the  Savings
Plans  annual reports on Form 11-K pursuant to Section  15(d)  of
the  Securities  Exchange Act of 1934) that  is  incorporated  by
reference in the registration statement shall be deemed to  be  a
new  registration  statement relating to the  securities  offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

   Insofar  as indemnification for liabilities arising under  the
Securities  Act  of 1933 may be permitted to directors,  officers
and  controlling  persons  of  the  Registrant  pursuant  to  the
provisions set forth in Item 6, or otherwise, the Registrant  has
been  advised that in the opinion of the Securities and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the Act and will be governed by the final adjudication of such issue.
SIGNATURE OF BP AMOCO P.L.C.

     Pursuant to the requirements of the Securities Act of 1933,
BP Amoco p.l.c. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of London, England, on the 26th day of May 1999.

                              BP AMOCO P.L.C.

                              By: /s/ John Browne
                                Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Robert D. Agdern
and Daniel B. Pinkert, his or her true and lawful attorneys-in-
fact, each with power of substitution, in his or her name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits
thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto the said
attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the indicated capacities on the 26th day of May, 1999.

              Name                             Title

                                  Chief Executive Officer,
/s/ John Browne                   Executive Director
Sir John Browne                   (Principal Executive Officer)

/s/ J. Buchanan                   Chief Financial Officer, Executive Director
Dr. J. Buchanan                   (Principal Financial and Accounting Officer)

/s/ P. D. Sutherland              Co-Chairman
P.D. Sutherland

/s/ H. Laurance Fuller            Co-Chairman
H. Laurance Fuller

                                  Deputy Chairman,
/s/ Ian Prosser                   Non-Executive Director
Sir Ian Prosser

                                  Deputy Chief Executive Officer,
/s/ Rodney Chase                  Executive Director
Rodney Chase

                                  Non-Executive Director
Ruth S. Block

                                  Non-Executive Director
John H. Bryan

                                  Non-Executive Director
Erroll B. Davis, Jr.

                                  Non-Executive Director
Richard J. Ferris

/s/ C. S. Gibson-Smith            Executive Director
Dr. C. S. Gibson-Smith

                                  Non-Executive Director
Charles F. Knight

                                  Non-Executive Director
Floris A. Maljers

                                  Non-Executive Director
Dr. Walter E. Massey

/s/ H. Michael P. Miles           Non-Executive Director
H. Michael P. Miles

/s/ Robin Nicholson               Non-Executive Director
Sir Robin Nicholson

/s/ Richard L. Olver              Executive Director
Richard L. Olver

/s/ Bryan K. Sanderson            Executive Director
Bryan K. Sanderson

                                  Non-Executive Director
Michael H. Wilson

/s/ R. P. Wilson                  Non-Executive Director
R. P. Wilson

/s/ The Lord Wright of Richmond   Non-Executive Director
The Lord Wright of Richmond

/s/ John F. Campbell              Authorized Representative in the United States
John F. Campbell
SIGNATURE OF THE BP AMERICA CAPITAL ACCUMULATION PLAN

     Pursuant to the requirements of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 26, 1999.

                              THE BP AMERICA CAPITAL
                              ACCUMULATION PLAN

                              By: The BP America Capital
                              Accumulation Plan,
                                     Plan Administrator

                              By:  /s/ William E. Boswell
                                   William E. Boswell

                SIGNATURE OF THE DIRECTSAVE PLAN

     Pursuant to the requirement of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 26, 1999.

                              THE DIRECTSAVE PLAN

                              By: The DirectSave Plan, Plan
                              Administrator

                              By:  /s/ William E. Boswell
                                   William E. Boswell

      SIGNATURE OF THE BP AMERICA PARTNERSHIP SAVINGS PLAN

     Pursuant to the requirement of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland State of
Ohio, on May 26, 1999.

                              THE BP AMERICA PARTNERSHIP SAVINGS
                              PLAN

                              By: The BP America Partnership
                              Savings Plan,
                                     Plan Administrator

                              By:  /s/ William E. Boswell
                                   William E. Boswell

     SIGNATURE OF THE BP AMERICA SAVINGS AND INVESTMENT PLAN

     Pursuant to the requirement of the Securities Act of 1933,
the plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 26, 1999.

                              THE BP AMERICA SAVINGS AND
                              INVESTMENT PLAN

                              By: The BP America Savings and
                              Investment Plan,
                                     Plan Administrator

                              By:  /s/ William E. Boswell
                                   William E. Boswell
EXHIBIT INDEX

Exhibit No.                      Description
4(a)       Memorandum and Articles of Association of BP Amoco  as
           amended  to  date,  incorporated by  reference  to  BP
           Amoco's report on Form 6-K dated January 4, 1999.

4(b)       Amended  and  Restated Deposit Agreement dated  as  of
           December  31, 1998 to Deposit Agreement  dated  as  of
           February  1,  1970,  among  BP  Amoco,  p.l.c.,  Amoco
           Corporation, Morgan Guaranty Trust Company of New York
           and   all  holders  from  time  to  time  of  American
           Depositary  Receipts issued thereunder, including  the
           form of American Depositary Receipts, incorporated  by
           reference  to Exhibit (a) of post-effective  Amendment
           No.  1 to the Registration Statement on Form F-6 (Reg.
           No. 333-9566).

4(c)       The BP America Capital Accumulation Plan.

4(d)       The DirectSave Plan.

4(e)       The BP America Partnership Savings Plan.

4(f)       The BP America Savings and Investment Plan.

4(g)       The BP Amoco Share Option Plan

5(a)       Opinion  of  Peter B.P. Bevan, General Counsel  of  BP
           Amoco, as to the validity of the Ordinary Shares being
           registered.

5(b)       Opinion  of  Robert D. Agdern, General Counsel  of  BP
           America,  as  to  the validity of the  plan  interests
           being registered.

23(a)      Consent   of  Ernst  &  Young,  independent  auditors,
           London, England.

23(b)      Consent  of  Ernst  &  Young  LLP, independent auditors,
           Cleveland, Ohio

23(c)      Consent  of  PricewaterhouseCoopers  LLP,  independent
           accountants, Chicago, Illinois

23(d)      Consent  of  Peter B.P. Bevan, General Counsel  of  BP
           Amoco (included in Exhibit 5).

23(e)      Consent  of  Robert D. Agdern, General Counsel  of  BP
           America (included in Exhibit 5)

24         Powers  of  Attorney (included on the  signature  page
           hereof).