As filed with the Securities and Exchange Commission on August 9, 2001

                                                  Registration No. 333-_________

                    -----------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                      -----
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                      -----

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

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

                          BP Deferred Compensation Plan
                              (Full titles of plan)
                                      -----

           Daniel B. Pinkert                        With a copy to:
          Corporate Secretary                      Peter B.P. Bevan
           BP America Inc.                      Group General Counsel
        200 E. Randolph Drive                         BP p.l.c.
           Chicago, Illinois                       Britannic House
           (312)856-3025                          1 Finsbury Circus
 (Name, address, including zip code, and       London EC2M 7BA, England
 telephone number, including area code,          44 (0) 207-496-4000
 of agent for service)



<TABLE>
                         CALCULATION OF REGISTRATION FEE

                                                          Proposed              Proposed
                                     Amount               Maximum               Maximum             Amount of
Title of Securities                  to be             Offering Price          Aggregate           Registration
To be Registered                   Registered        Per Obligation (2)    Offering Price (2)          Fee
<s>                                <c>                     <c>                     <c>                   <c>
Deferred Compensation
Obligation (1)                     $ 110,000,000           100%                 $ 110,000,000         $ 27,500


</TABLE>

(1)  The Deferred Compensation Obligations being Registered are unsecured
     obligations of BP p.l.c. to pay deferred compensation in the future in
     accordance with the terms of the BP Deferred Compensation Plan.
(2)  Estimated  solely for the purpose of calculating  the  Registration  Fee in
     accordance with Rule 457(h).




<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 and Exchange  Commission  ("Commission")  by BP p.l.c.,  ("BP" or the
"Company"),  formerly  named BP Amoco  p.l.c.  and are  incorporated  herein  by
reference to the extent not  superseded  by  documents  or reports  subsequently
filed or furnished:

     o BP's Annual Report on Form 20-F for the year ended December 31, 2000.

     o BP's Report on Form 6-K dated May 24, 2001.

In addition, all filings on Form 20-F filed by BP pursuant to the 1934 Act, and,
to the extent designated therein, certain Reports on Form 6-K which contain
summarized financial information, condensed consolidated financial statements of
BP and its subsidiaries relating to interim periods, or discussion and analysis
of financial condition and results of operations furnished by BP, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing or furnishing of such documents or
reports, to the extent not superseded by documents or reports subsequently filed
or made.

Item 4.  Description of Securities.

     Under the BP Deferred  Compensation Plan (the "Plan"),  certain  management
and highly  compensated  employees of certain of the BP's subsidiaries may defer
to a future  year  receipt of a portion of their base salary or all or a portion
of their incentive compensation awarded.

     The amount of  compensation to be deferred by each  participant  will be as
determined  in  accordance  with  the  Plan  based  on  the  elections  of  each
participant.  Each  participant will be fully vested in amounts he or she elects
to defer.  Amounts deferred by a participant  under the Plan will be credited by
book entry to such participant's  account. The value of a participant's  account
will  be  based  on the  amounts  deferred  and  the  performance  of  benchmark
investment  funds  selected by the  participant  under the Plan for  purposes of
accounting  (as if the deferred  compensation  had been so invested) and not for
actual investment.  Since no participant  deferrals actually will be invested in
any investment fund,  participants  will not have any ownership  interest in any
investment  fund. The Plan Sponsor,  BP  Corporation  North America Inc. has the
sole  discretion  to  determine  the  alternative   benchmark  investment  funds
available  under  the  Plan  as the  measurement  mechanisms  to  determine  the
hypothetical  gains and losses on amounts deemed invested in accordance with the
terms of the Plan.

     Each of  BP's  obligations  under  the  Plan  (the  "Deferred  Compensation
Obligations")  will be payable at the time or times elected by each  participant
under the Plan,  except that the Plan provides certain default elections operate
in the event of a failure of a participant to properly



<PAGE>

make an election,  and other limitations on elections as described therein.  The
Plan generally permits participants to elect, with respect to each calendar year
for which  deferrals  are made,  either  in-service or  post-service  deferrals,
payable either in a lump sum or in installments consistent with the terms of the
Plan.  In-service deferrals provide for the future payout to be made or commence
at a time certain.  Post-service  deferrals  provide for the future payout to be
made or commence at a fixed interval of time following termination of employment
of the Participant.  Deferral elections by participants are irrevocable,  except
that certain changes may be made to post-service  deferral  elections at defined
times  prior to  termination  of  employment.  A  participant  may also  request
accelerated  payout of deferred amounts (without penalty) in the event of severe
unanticipated  financial hardship, or without regard to hardship upon imposition
of a forfeiture of 20% of the amount to be accelerated.  Any accelerated  payout
requested may be granted or denied in the sole  discretion of the  administrator
of the Plan.  Subject to  exceptions  defined  in the Plan,  upon the death of a
participant,  the designated  beneficiary  will receive  payment of the Deferred
Compensation Obligation at the times elected by participant.

     The Deferred Compensation  Obligations are unsecured general obligations of
BP to pay in the future the value of the deferred compensation accounts adjusted
to reflect the  hypothetical  gains and losses resulting from performance of the
selected measurement  investment funds in accordance with the terms of the Plan.
The  obligations   will  rank  without   preference  with  other  unsecured  and
unsubordinated  indebtedness  of the Company from time to time  outstanding  and
are,  therefore,  subject  to the risks of the  Company's  insolvency.  Deferred
Compensation  Obligations  will  be  paid  in  cash,  and  will  be  subject  to
withholding for applicable taxes.

     The  Deferred  Compensation  Obligations  cannot  be  assigned,  alienated,
pledged  or  encumbered.  The  Obligations  are not  convertible  into any other
security of BP.

     Each of BP or the Plan sponsor may amend or terminate the Plan at any time;
provided,  however,  that no such amendment or termination may adversely  affect
the  rights of  participants  or their  beneficiaries  with  respect  to amounts
credited to their Plan accounts prior to such amendment or termination,  without
the written consent of the participant.

Item 5.  Interest of Named Experts and Counsel.

     The consolidated financial statements of BP appearing in BP's Annual Report
(Form 20-F) for the year ended  December 31, 2000,  have been audited by Ernst &
Young LLP, chartered  accountants,  independent  auditors, as set forth in their
report  thereon  included  therein and  incorporated  herein by reference.  Such
consolidated  financial  statements  are  incorporated  herein by  reference  in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.

     The validity of the deferred compensation obligations registered herein has
been passed upon by Peter B. P. Bevan, Group General Counsel of BP p.l.c.

Item 6.  Indemnification of Directors and Officers.

Article 137 of the registrant's Articles of Association currently provides:



<PAGE>

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

"310.  Provisions exempting officers and auditors from liability

(1)  This   section   applies  to  any   provision,   whether   contained  in  a
company'sarticles  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 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 the court thinks fit.




<PAGE>

               (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."

Item 8.  Exhibits.


The following Exhibits are filed herewith unless otherwise indicated:

<TABLE>
        Exhibit No.           Description
        <s>                   <c>
        4                     BP Deferred Compensation Plan

        5(a) & 23(b)          Opinion of Peter B. P. Bevan, Group General Counsel of BP p.l.c. regarding the
                              validity of the securities being registered.

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

        24(a)                 Powers of Attorney (included in the signature page of this Registration Statement).

</TABLE>

Item 9.  Undertakings.

     (a)  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; and




<PAGE>

               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(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 the 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.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the registrant's  annual report pursuant to section 13(a) or
          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.

     (c)  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  foregoing
          provisions,  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 will be governed
          by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
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 August 9, 2001.


                                    BP p.l.c.
                                    (Registrant)


                                    By:  /s/ Judith C. Hanratty
                                    (Name)   Judith Hanratty
                                    (Title)  Company Seretary

                                POWER OF ATTORNEY

     Each director and officer of the Registrant  whose signature  appears below
hereby  constitutes  and  appoints  The Lord Browne of  Madingley,  Dr. J. G. S.
Buchanan, and Daniel B. Pinkert, the agent for service named in the registration
statement,  and each of them,  his true and lawful  attorney-in-fact  and agent,
with full power of substitution and  resubstitution,  for him, and on his behalf
and in his name,  place and stead, in any and all capacities,  to sign,  execute
and file any amendments to this Registration  Statement on Form S-8 necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933, as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  which  amendments may make such other
changes  in  this  registration   statement  as  such   attorney-in-fact   deems
appropriate,  and any  subsequent  Registration  Statement for the same offering
that may be filed  under  Rule  462(b)  under  the  Securities  Act of 1933,  as
amended.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
        Signature                               Titles                                  Date
<s>                                             <c>                                     <c>
        /s/ P.D. Sutherland                     Non-Executive Chairman                  August 9, 2001
        P.D. Sutherland


        /s/ Browne of Madingley                 Executive Director                      August 9, 2001
        The Lord Browne                         Group Chief Executive
        of Madingley                            (Principal Executive Officer)


        /s/ J. Buchanan                         Executive Director                      August 9, 2001
        Dr. J.G.S. Buchanan                     (Principal Financial and
                                                Accounting Officer)



<PAGE>

        /s/ Rodney Chase                        Executive Director                      August 9, 2001
        R. F. Chase


        /s/ W. D. Ford                          Executive Director                      August 9, 2001
        W. D. Ford


        /s/ B. E. Grote                         Executive Director                      August 9, 2001
        Dr. B. E. Grote


        /s/ R. L. Olver                         Executive Director                      August 9, 2001
        R. L. Olver


        /s/ J. H. Bryan                         Non-Executive Director                  August 9, 2001
        J. H. Bryan


        /s/ E. B. Davis, Jr.                    Non-Executive Director                  August 9, 2001
        E.B. Davis, Jr.


        C.F. Knight                             Non-Executive Director                  ________ __, 2001


        /s/ F.A. Maljers                        Non-Executive Director                  August 9, 2001
        F. A. Maljers


        /s/ Walter E. Massey                    Non-Executive Director                  August 9, 2001
        Dr. W. E. Massey


        /s/ H.M.P. Miles                        Non-Executive Director                  August 9, 2001
        H.M.P. Miles


        /s/ Robin Nicholson                     Non-Executive Director                  August 9, 2001
        Sir Robin Nicholson


        /s/ Ian Prosser                         Non-Executive Director                  August 9, 2001
        Sir Ian Prosser


        /s/ Michael Wilson                      Non-Executive Director                  August 9, 2001
        M. H. Wilson


        /s/ R.P. Wilson                         Non-Executive Director                  August 9, 2001
        Sir Robert Wilson


        /s/ Daniel B. Pinkert                   Authorized Representative               August 9, 2001
        Daniel B. Pinkert                       in the United States




</TABLE>


<PAGE>



                                  EXHBIT INDEX

<TABLE>

        Exhibit No.           Description                                                                Page
        <s>                     <c>                                                                      <c>
        4                     BP Deferred Compensation Plan

        5(a) & 23(b)          Opinion of Peter B. P. Bevan, Group General Counsel of BP p.l.c.
                              regarding the validity of the securities being registered.

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

        24(a)                 Powers of Attorney (included in the signatures page of this Registration
                              Statement).


</TABLE>
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{"company-data": {"conformed-name": "BP PLC", "cik": "0000313807", "assigned-sic": "2911", "state-of-incorporation": "X0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67206", "film-number": "1702787"}, "business-address": {"street1": "BRITANNIC HOUSE", "street2": "1 FINSBURY CIRCUS", "city": "LONDON EC2M 7BA ENGL", "state": "X0", "zip": "00000", "phone": "442074964000"}, "mail-address": {"street1": "BP AMERICA INC", "street2": "200 E. RANDOLPH DR., MAIL CODE 2502", "city": "CHICAGO", "state": "IL", "zip": "60601"}, "former-company": [{"former-conformed-name": "BP AMOCO PLC", "date-changed": "19990104"}, {"former-conformed-name": "BRITISH PETROLEUM CO PLC", "date-changed": "19970226"}]}
As filed with the Securities and Exchange Commission on August 9, 2001

                                                  Registration No. 333-_________

                    -----------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                      -----
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                      -----

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

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

                          BP Deferred Compensation Plan
                              (Full titles of plan)
                                      -----

           Daniel B. Pinkert                        With a copy to:
          Corporate Secretary                      Peter B.P. Bevan
           BP America Inc.                      Group General Counsel
        200 E. Randolph Drive                         BP p.l.c.
           Chicago, Illinois                       Britannic House
           (312)856-3025                          1 Finsbury Circus
 (Name, address, including zip code, and       London EC2M 7BA, England
 telephone number, including area code,          44 (0) 207-496-4000
 of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                                          Proposed              Proposed
                                     Amount               Maximum               Maximum             Amount of
Title of Securities                  to be             Offering Price          Aggregate           Registration
To be Registered                   Registered        Per Obligation (2)    Offering Price (2)          Fee
Deferred Compensation
Obligation (1)                     $ 110,000,000           100%                 $ 110,000,000         $ 27,500
(1)  The Deferred Compensation Obligations being Registered are unsecured
     obligations of BP p.l.c. to pay deferred compensation in the future in
     accordance with the terms of the BP Deferred Compensation Plan.
(2)  Estimated  solely for the purpose of calculating  the  Registration  Fee in
     accordance with Rule 457(h).
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 and Exchange  Commission  ("Commission")  by BP p.l.c.,  ("BP" or the
"Company"),  formerly  named BP Amoco  p.l.c.  and are  incorporated  herein  by
reference to the extent not  superseded  by  documents  or reports  subsequently
filed or furnished:

     o BP's Annual Report on Form 20-F for the year ended December 31, 2000.

     o BP's Report on Form 6-K dated May 24, 2001.

In addition, all filings on Form 20-F filed by BP pursuant to the 1934 Act, and,
to the extent designated therein, certain Reports on Form 6-K which contain
summarized financial information, condensed consolidated financial statements of
BP and its subsidiaries relating to interim periods, or discussion and analysis
of financial condition and results of operations furnished by BP, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing or furnishing of such documents or
reports, to the extent not superseded by documents or reports subsequently filed
or made.

Item 4.  Description of Securities.

     Under the BP Deferred  Compensation Plan (the "Plan"),  certain  management
and highly  compensated  employees of certain of the BP's subsidiaries may defer
to a future  year  receipt of a portion of their base salary or all or a portion
of their incentive compensation awarded.

     The amount of  compensation to be deferred by each  participant  will be as
determined  in  accordance  with  the  Plan  based  on  the  elections  of  each
participant.  Each  participant will be fully vested in amounts he or she elects
to defer.  Amounts deferred by a participant  under the Plan will be credited by
book entry to such participant's  account. The value of a participant's  account
will  be  based  on the  amounts  deferred  and  the  performance  of  benchmark
investment  funds  selected by the  participant  under the Plan for  purposes of
accounting  (as if the deferred  compensation  had been so invested) and not for
actual investment.  Since no participant  deferrals actually will be invested in
any investment fund,  participants  will not have any ownership  interest in any
investment  fund. The Plan Sponsor,  BP  Corporation  North America Inc. has the
sole  discretion  to  determine  the  alternative   benchmark  investment  funds
available  under  the  Plan  as the  measurement  mechanisms  to  determine  the
hypothetical  gains and losses on amounts deemed invested in accordance with the
terms of the Plan.

     Each of  BP's  obligations  under  the  Plan  (the  "Deferred  Compensation
Obligations")  will be payable at the time or times elected by each  participant
under the Plan,  except that the Plan provides certain default elections operate
in the event of a failure of a participant to properly
make an election,  and other limitations on elections as described therein.  The
Plan generally permits participants to elect, with respect to each calendar year
for which  deferrals  are made,  either  in-service or  post-service  deferrals,
payable either in a lump sum or in installments consistent with the terms of the
Plan.  In-service deferrals provide for the future payout to be made or commence
at a time certain.  Post-service  deferrals  provide for the future payout to be
made or commence at a fixed interval of time following termination of employment
of the Participant.  Deferral elections by participants are irrevocable,  except
that certain changes may be made to post-service  deferral  elections at defined
times  prior to  termination  of  employment.  A  participant  may also  request
accelerated  payout of deferred amounts (without penalty) in the event of severe
unanticipated  financial hardship, or without regard to hardship upon imposition
of a forfeiture of 20% of the amount to be accelerated.  Any accelerated  payout
requested may be granted or denied in the sole  discretion of the  administrator
of the Plan.  Subject to  exceptions  defined  in the Plan,  upon the death of a
participant,  the designated  beneficiary  will receive  payment of the Deferred
Compensation Obligation at the times elected by participant.

     The Deferred Compensation  Obligations are unsecured general obligations of
BP to pay in the future the value of the deferred compensation accounts adjusted
to reflect the  hypothetical  gains and losses resulting from performance of the
selected measurement  investment funds in accordance with the terms of the Plan.
The  obligations   will  rank  without   preference  with  other  unsecured  and
unsubordinated  indebtedness  of the Company from time to time  outstanding  and
are,  therefore,  subject  to the risks of the  Company's  insolvency.  Deferred
Compensation  Obligations  will  be  paid  in  cash,  and  will  be  subject  to
withholding for applicable taxes.

     The  Deferred  Compensation  Obligations  cannot  be  assigned,  alienated,
pledged  or  encumbered.  The  Obligations  are not  convertible  into any other
security of BP.

     Each of BP or the Plan sponsor may amend or terminate the Plan at any time;
provided,  however,  that no such amendment or termination may adversely  affect
the  rights of  participants  or their  beneficiaries  with  respect  to amounts
credited to their Plan accounts prior to such amendment or termination,  without
the written consent of the participant.

Item 5.  Interest of Named Experts and Counsel.

     The consolidated financial statements of BP appearing in BP's Annual Report
(Form 20-F) for the year ended  December 31, 2000,  have been audited by Ernst &
Young LLP, chartered  accountants,  independent  auditors, as set forth in their
report  thereon  included  therein and  incorporated  herein by reference.  Such
consolidated  financial  statements  are  incorporated  herein by  reference  in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.

     The validity of the deferred compensation obligations registered herein has
been passed upon by Peter B. P. Bevan, Group General Counsel of BP p.l.c.

Item 6.  Indemnification of Directors and Officers.

Article 137 of the registrant's Articles of Association currently provides:
"Subject 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 of 1985 (as amended by Section 137 of the
Companies Act of 1989) provides as follows:

"310.  Provisions exempting officers and auditors from liability

(1)  This   section   applies  to  any   provision,   whether   contained  in  a
company'sarticles  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 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 the court thinks 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."

Item 8.  Exhibits.

The following Exhibits are filed herewith unless otherwise indicated:

        Exhibit No.           Description
4                     BP Deferred Compensation Plan

        5(a) & 23(b)          Opinion of Peter B. P. Bevan, Group General Counsel of BP p.l.c. regarding the
                              validity of the securities being registered.

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

        24(a)                 Powers of Attorney (included in the signature page of this Registration Statement).
Item 9.  Undertakings.

     (a)  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; and
(iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(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 the 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.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the registrant's  annual report pursuant to section 13(a) or
          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.

     (c)  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  foregoing
          provisions,  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 will be governed
          by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
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 August 9, 2001.

                                    BP p.l.c.
                                    (Registrant)

                                    By:  /s/ Judith C. Hanratty
                                    (Name)   Judith Hanratty
                                    (Title)  Company Seretary

                                POWER OF ATTORNEY

     Each director and officer of the Registrant  whose signature  appears below
hereby  constitutes  and  appoints  The Lord Browne of  Madingley,  Dr. J. G. S.
Buchanan, and Daniel B. Pinkert, the agent for service named in the registration
statement,  and each of them,  his true and lawful  attorney-in-fact  and agent,
with full power of substitution and  resubstitution,  for him, and on his behalf
and in his name,  place and stead, in any and all capacities,  to sign,  execute
and file any amendments to this Registration  Statement on Form S-8 necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933, as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  which  amendments may make such other
changes  in  this  registration   statement  as  such   attorney-in-fact   deems
appropriate,  and any  subsequent  Registration  Statement for the same offering
that may be filed  under  Rule  462(b)  under  the  Securities  Act of 1933,  as
amended.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                               Titles                                  Date
/s/ P.D. Sutherland                     Non-Executive Chairman                  August 9, 2001
        P.D. Sutherland

        /s/ Browne of Madingley                 Executive Director                      August 9, 2001
        The Lord Browne                         Group Chief Executive
        of Madingley                            (Principal Executive Officer)

        /s/ J. Buchanan                         Executive Director                      August 9, 2001
        Dr. J.G.S. Buchanan                     (Principal Financial and
                                                Accounting Officer)
/s/ Rodney Chase                        Executive Director                      August 9, 2001
        R. F. Chase

        /s/ W. D. Ford                          Executive Director                      August 9, 2001
        W. D. Ford

        /s/ B. E. Grote                         Executive Director                      August 9, 2001
        Dr. B. E. Grote

        /s/ R. L. Olver                         Executive Director                      August 9, 2001
        R. L. Olver

        /s/ J. H. Bryan                         Non-Executive Director                  August 9, 2001
        J. H. Bryan

        /s/ E. B. Davis, Jr.                    Non-Executive Director                  August 9, 2001
        E.B. Davis, Jr.

        C.F. Knight                             Non-Executive Director                  ________ __, 2001

        /s/ F.A. Maljers                        Non-Executive Director                  August 9, 2001
        F. A. Maljers

        /s/ Walter E. Massey                    Non-Executive Director                  August 9, 2001
        Dr. W. E. Massey

        /s/ H.M.P. Miles                        Non-Executive Director                  August 9, 2001
        H.M.P. Miles

        /s/ Robin Nicholson                     Non-Executive Director                  August 9, 2001
        Sir Robin Nicholson

        /s/ Ian Prosser                         Non-Executive Director                  August 9, 2001
        Sir Ian Prosser

        /s/ Michael Wilson                      Non-Executive Director                  August 9, 2001
        M. H. Wilson

        /s/ R.P. Wilson                         Non-Executive Director                  August 9, 2001
        Sir Robert Wilson

        /s/ Daniel B. Pinkert                   Authorized Representative               August 9, 2001
        Daniel B. Pinkert                       in the United States
EXHBIT INDEX

        Exhibit No.           Description                                                                Page
4                     BP Deferred Compensation Plan

        5(a) & 23(b)          Opinion of Peter B. P. Bevan, Group General Counsel of BP p.l.c.
                              regarding the validity of the securities being registered.

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

        24(a)                 Powers of Attorney (included in the signatures page of this Registration
                              Statement).