As filed with the Securities and Exchange Commission on December 3, 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 Employee Savings Plan
                              (Full title of plan)
                                   ----------
--------------------------------------------------------------------------------
     Daniel B. Pinkert                            With a copy to:
    Corporate Secretary                          Peter B.P. Bevan
BP Corporation North 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 (2)        Per Share (3)       Offering Price (3)        Fee (3)
----------------------------- --------------------- --------------------- --------------------- -------------------
<S>                              <C>                    <C>                <C>                   <C>
Ordinary Shares (1)
                                 180,000,000            $7.286784          $1,311,621,120.00     $313,477.45
----------------------------- --------------------- --------------------- --------------------- -------------------
</TABLE>

(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 the employee benefit plan described  herein.
(2)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     registration   statement  also  registers  such  indeterminate   number  of
     additional  shares as may be  issuable in  connection  with the BP Employee
     Savings Plan in connection  with share splits,  share  dividends or similar
     transactions.

(3)  Estimate  solely for the purpose of  calculating  the  Registration  Fee in
     accordance with Rule 457(h).  Such estimate has been computed in accordance
     with Rule  457(h)  based on the average of the high and low  quotation  for
     Ordinary  Shares of BP p.l.c. on the London Stock  Exchange on 29 November,
     2001 and the buying rate for pounds sterling of (pound)1.00 =$1.4232 as
     announced by the Federal Reserve on that date.

<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.

     o   BP's Report on Form 6-K dated August 6, 2001

     o   BP's Report on Form 6-K dated November 21, 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.

     The following  report has been filed with or furnished to the Commission by
the BP Employee  Savings Plan (the "Plan"),  and is incorporated by reference to
the  extent  not  superceded  by  documents  or  reports  subsequently  filed or
furnished:  The Annual  Report on Form 11-K of the BP Employee  Savings Plan for
the year ended December 31, 2000.

Item 4.     Description of Securities.

     Not applicable.

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, independent  auditors,  as set forth in their report thereon included
therein  and  incorporated  herein by  reference.  Such  consolidated  financial
statements are, and audited financial  statements to be included in subsequently
filed  documents  will be,  incorporated  herein in reliance upon the reports of
Ernst & Young LLP (to the extent covered by consents filed with the  Commission)
given upon the authority of such firm as experts in accounting and auditing.

     The financial  statements of the Plan appearing in it's Annual Report (Form
11-K) for the year ended  December 31, 2000,  have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are, and audited
financial  statements to be included in  subsequently  filed  documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such  financial  statements (to the extent covered by consents filed with the
Commission)  given upon the authority of such firm as experts in accounting  and
auditing.

     The validity of the Ordinary Shares  registered herein has been passed upon
by Peter B. P. Bevan,  Group General Counsel of BP. The validity of interests in
the Plan  registered  herein  has been  passed  upon by Jane E.  Klewin,  Senior
Attorney - BP America Inc.

Item 6.     Indemnification of Directors and Officers.

Article 137 of the registrant's Articles of Association currently 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 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'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 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 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."

<PAGE>

Item 8.       Exhibits.

The following Exhibits are filed herewith unless otherwise indicated:

<TABLE>
        --------------------- ---------------------------------------------------------------------------------------
        Exhibit No.            Description

        --------------------- ---------------------------------------------------------------------------------------
        <S>                   <C>

        4                     BP Employee Savings Plan

        --------------------- ---------------------------------------------------------------------------------------
        5.1 & 23(c)           Opinion of Peter B. P. Bevan, Group General Counsel of BP regarding the validity of
                              the securities being registered.

        --------------------- ---------------------------------------------------------------------------------------
        5.2 & 23(d)           Opinion of Jane E. Klewin, Senior Attorney - BP America Inc. regarding the validity
                              of the interests in the Plan being registered.


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

        --------------------- ---------------------------------------------------------------------------------------
        23(b)                 Consent of Ernst & Young LLP, independent auditors, Chicago, Illinois.

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

         (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 November 29, 2001.


                                               BP p.l.c.
                                               (Registrant)

                                               By: /s/ Judith C. Hanratty
                                                   Judith C. Hanratty
                                                   Company Secretary

                                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              November 29, 2001
         P.D. Sutherland

         /s/ Browne of Madingley            Executive Director                  November 29, 2001
         The Lord Browne                    Group Chief Executive
         of Madingley                       (Principal Executive Officer)

         /s/ Dr. J.G.S. Buchanan            Executive Director                  November 29, 2001
         Dr. J.G.S. Buchanan                (Principal Financial and
                                            Accounting Officer)

         /s/ R. F. Chase                    Executive Director                  November 29, 2001
         R. F. Chase

         /s/ W. D. Ford                     Executive Director                  November 29, 20011
         W. D. Ford

         /s/ Dr. B. E. Grote                Executive Director                  November 29, 2001
         Dr. B. E. Grote

         /s/ R. L. Olver                    Executive Director                  November 29, 2001
         R. L. Olver

         /s/ J. H. Bryan                    Non-Executive Director              November 29, 2001
         J. H. Bryan

         /s/ E. B. Davis, Jr.               Non-Executive Director              November 29, 2001
         E. B. Davis, Jr.

         /s/ C.F. Knight                    Non-Executive Director              November 29, 2001
         C.F. Knight

         /s/ F. A. Maljers                  Non-Executive Director              November 29, 2001
         F. A. Maljers

         /s/ Dr. W. E. Massey               Non-Executive Director              November 29, 2001
         Dr. W. E. Massey

         /s/ H.M.P. Miles                   Non-Executive Director              November 29, 2001
         H.M.P. Miles

         /s/ Sir Robin Nicholson            Non-Executive Director              November 29, 2001
         Sir Robin Nicholson

         /s/ Sir Ian Prosser                Non-Executive Director              November 29, 2001
         Sir Ian Prosser

         /s/ M. H. Wilson                   Non-Executive Director              November 29, 2001
         M. H. Wilson

         /s/ Sir Robert Wilson              Non-Executive Director              November 29, 2001
         Sir Robert Wilson

         /s/ Daniel B. Pinkert              Authorized Representative           November 29, 2001
         Daniel B. Pinkert                  in the United States
</TABLE>
<PAGE>


                            SIGNATURE OF BP EMPLOYEE
                                  SAVINGS 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 Chicago,
State of Illinois, on November 30, 2001.

                            BP EMPLOYEE SAVINGS PLAN


                            By: BP Corporation North America Inc., Administrator

                            By: /s/ Donald Packham
                            Its:Senior Vice-President of Human Resources

<PAGE>

<TABLE>



                                  EXHBIT INDEX

 --------------------- -------------------------------------------------------------------------- ------------
 Exhibit No.           Description                                                                Page

 --------------------- -------------------------------------------------------------------------- ------------
<S>                   <C>                                                                         <C>

 4                     BP Employee Savings Plan

 5.1 & 23(c)           Opinion of Peter B. P. Bevan, Group General Counsel of BP  regarding the
                       validity of the securities being registered.

 5.2 & 23(d)           Opinion of Jane E. Klewin, Senior Attorney - BP America Inc. regarding
                       the validity of the interests in the Plan being registered.

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

 23(b)                 Consent of Ernst & Young LLP, independent auditors, Chicago, Illinois

 24(a)                 Powers of Attorney (included in the signatures page of this Registration
                       Statement).
 --------------------- -------------------------------------------------------------------------- ------------
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "bpplcs8nov2001.txt", "description": "S-8 REGISTRATION 2001 BP EMPLOYEE SAVINGS PLAN", "secsgml_size_bytes": 24505}]
{"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": "333-74414", "film-number": "1805199"}, "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 December 3, 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 Employee Savings Plan
                              (Full title of plan)
                                   ----------
--------------------------------------------------------------------------------
     Daniel B. Pinkert                            With a copy to:
    Corporate Secretary                          Peter B.P. Bevan
BP Corporation North 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 (2)        Per Share (3)       Offering Price (3)        Fee (3)
----------------------------- --------------------- --------------------- --------------------- -------------------
Ordinary Shares (1)
                                 180,000,000            $7.286784          $1,311,621,120.00     $313,477.45
----------------------------- --------------------- --------------------- --------------------- -------------------
(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 the employee benefit plan described  herein.
(2)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,  this
     registration   statement  also  registers  such  indeterminate   number  of
     additional  shares as may be  issuable in  connection  with the BP Employee
     Savings Plan in connection  with share splits,  share  dividends or similar
     transactions.

(3)  Estimate  solely for the purpose of  calculating  the  Registration  Fee in
     accordance with Rule 457(h).  Such estimate has been computed in accordance
     with Rule  457(h)  based on the average of the high and low  quotation  for
     Ordinary  Shares of BP p.l.c. on the London Stock  Exchange on 29 November,
     2001 and the buying rate for pounds sterling of (pound)1.00 =$1.4232 as
     announced by the Federal Reserve on that date.
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.

     o   BP's Report on Form 6-K dated August 6, 2001

     o   BP's Report on Form 6-K dated November 21, 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.

     The following  report has been filed with or furnished to the Commission by
the BP Employee  Savings Plan (the "Plan"),  and is incorporated by reference to
the  extent  not  superceded  by  documents  or  reports  subsequently  filed or
furnished:  The Annual  Report on Form 11-K of the BP Employee  Savings Plan for
the year ended December 31, 2000.

Item 4.     Description of Securities.

     Not applicable.

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, independent  auditors,  as set forth in their report thereon included
therein  and  incorporated  herein by  reference.  Such  consolidated  financial
statements are, and audited financial  statements to be included in subsequently
filed  documents  will be,  incorporated  herein in reliance upon the reports of
Ernst & Young LLP (to the extent covered by consents filed with the  Commission)
given upon the authority of such firm as experts in accounting and auditing.

     The financial  statements of the Plan appearing in it's Annual Report (Form
11-K) for the year ended  December 31, 2000,  have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are, and audited
financial  statements to be included in  subsequently  filed  documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such  financial  statements (to the extent covered by consents filed with the
Commission)  given upon the authority of such firm as experts in accounting  and
auditing.

     The validity of the Ordinary Shares  registered herein has been passed upon
by Peter B. P. Bevan,  Group General Counsel of BP. The validity of interests in
the Plan  registered  herein  has been  passed  upon by Jane E.  Klewin,  Senior
Attorney - BP America Inc.

Item 6.     Indemnification of Directors and Officers.

Article 137 of the registrant's Articles of Association currently 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 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'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 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 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 Employee Savings Plan

        --------------------- ---------------------------------------------------------------------------------------
        5.1 & 23(c)           Opinion of Peter B. P. Bevan, Group General Counsel of BP regarding the validity of
                              the securities being registered.

        --------------------- ---------------------------------------------------------------------------------------
        5.2 & 23(d)           Opinion of Jane E. Klewin, Senior Attorney - BP America Inc. regarding the validity
                              of the interests in the Plan being registered.

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

        --------------------- ---------------------------------------------------------------------------------------
        23(b)                 Consent of Ernst & Young LLP, independent auditors, Chicago, Illinois.

        --------------------- ---------------------------------------------------------------------------------------
        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 November 29, 2001.

                                               BP p.l.c.
                                               (Registrant)

                                               By: /s/ Judith C. Hanratty
                                                   Judith C. Hanratty
                                                   Company Secretary

                                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              November 29, 2001
         P.D. Sutherland

         /s/ Browne of Madingley            Executive Director                  November 29, 2001
         The Lord Browne                    Group Chief Executive
         of Madingley                       (Principal Executive Officer)

         /s/ Dr. J.G.S. Buchanan            Executive Director                  November 29, 2001
         Dr. J.G.S. Buchanan                (Principal Financial and
                                            Accounting Officer)

         /s/ R. F. Chase                    Executive Director                  November 29, 2001
         R. F. Chase

         /s/ W. D. Ford                     Executive Director                  November 29, 20011
         W. D. Ford

         /s/ Dr. B. E. Grote                Executive Director                  November 29, 2001
         Dr. B. E. Grote

         /s/ R. L. Olver                    Executive Director                  November 29, 2001
         R. L. Olver

         /s/ J. H. Bryan                    Non-Executive Director              November 29, 2001
         J. H. Bryan

         /s/ E. B. Davis, Jr.               Non-Executive Director              November 29, 2001
         E. B. Davis, Jr.

         /s/ C.F. Knight                    Non-Executive Director              November 29, 2001
         C.F. Knight

         /s/ F. A. Maljers                  Non-Executive Director              November 29, 2001
         F. A. Maljers

         /s/ Dr. W. E. Massey               Non-Executive Director              November 29, 2001
         Dr. W. E. Massey

         /s/ H.M.P. Miles                   Non-Executive Director              November 29, 2001
         H.M.P. Miles

         /s/ Sir Robin Nicholson            Non-Executive Director              November 29, 2001
         Sir Robin Nicholson

         /s/ Sir Ian Prosser                Non-Executive Director              November 29, 2001
         Sir Ian Prosser

         /s/ M. H. Wilson                   Non-Executive Director              November 29, 2001
         M. H. Wilson

         /s/ Sir Robert Wilson              Non-Executive Director              November 29, 2001
         Sir Robert Wilson

         /s/ Daniel B. Pinkert              Authorized Representative           November 29, 2001
         Daniel B. Pinkert                  in the United States
SIGNATURE OF BP EMPLOYEE
                                  SAVINGS 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 Chicago,
State of Illinois, on November 30, 2001.

                            BP EMPLOYEE SAVINGS PLAN

                            By: BP Corporation North America Inc., Administrator

                            By: /s/ Donald Packham
                            Its:Senior Vice-President of Human Resources
EXHBIT INDEX

 --------------------- -------------------------------------------------------------------------- ------------
 Exhibit No.           Description                                                                Page

 --------------------- -------------------------------------------------------------------------- ------------
4                     BP Employee Savings Plan

 5.1 & 23(c)           Opinion of Peter B. P. Bevan, Group General Counsel of BP  regarding the
                       validity of the securities being registered.

 5.2 & 23(d)           Opinion of Jane E. Klewin, Senior Attorney - BP America Inc. regarding
                       the validity of the interests in the Plan being registered.

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

 23(b)                 Consent of Ernst & Young LLP, independent auditors, Chicago, Illinois

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