BP AMOCO PLC
6-K, 1999-08-13
PETROLEUM REFINING
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                                       SECURITIES AND EXCHANGE COMMISSION

                                              Washington, D.C. 20549


                                                     Form 6-K


                                             Report of Foreign Issuer

                                       Pursuant to Rule 13a-16 or 15d-16 of
                                        the Securities Exchange Act of 1934


                                        for the period ended June 30, 1999



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



                           BRITANNIC HOUSE, 1 FINSBURY CIRCUS, LONDON,
                                     EC2M  7BA,  ENGLAND  (Address  of
                                     principal executive offices)


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



                             Form 20-F      |X|       Form 40-F
                                            ...             ...


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

                                        Yes             No      |X|
                                              ...               ...




THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE  INCORPORATED  BY REFERENCE IN THE
PROXY  STATEMENT/PROSPECTUS  INCLUDED IN THE REGISTRATION  STATEMENT ON FORM F-4
(FILE  NO.  333-10588)  OF BP  AMOCO  p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE
REGISTRATION  STATEMENT ON FORM F-3 (FILE NO. 333-9790) OF BP AMOCO p.l.c.,  THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  F-3  (FILE  NO.
33-39075) OF BP AMERICA INC. AND BP AMOCO p.l.c., THE PROSPECTUS INCLUDED IN THE
REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 33-20338) OF BP AMERICA INC. AND BP
AMOCO p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION  STATEMENT ON FORM F-3
(FILE NO.  33-29102)  OF THE  STANDARD  OIL  COMPANY  AND BP AMOCO  p.l.c.,  THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  S-8  (FILE  NO.
33-21868)  OF BP AMOCO  p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE  REGISTRATION
STATEMENT ON FORM S-8 (FILE NO.  333-9020) OF BP AMOCO  p.l.c.,  THE  PROSPECTUS
INCLUDED IN THE  REGISTRATION  STATEMENT  ON FORM S-8 (FILE NO.  333-9798) OF BP
AMOCO p.l.c., AND THE PROSPECTUS INCLUDED IN THE REGISTRATION  STATEMENT ON FORM
S-8 (FILE NO.  333-79399) OF BP AMOCO p.l.c.,  AND TO BE A PART THEREOF FROM THE
DATE ON WHICH  THIS  REPORT  IS  FURNISHED,  TO THE  EXTENT  NOT  SUPERSEDED  BY
DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.


<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                            OF FINANCIAL CONDITION AND
                                               RESULTS OF OPERATIONS

GROUP RESULTS JANUARY - JUNE 1999

<TABLE>
<CAPTION>
    Three months ended                                                                     Six months ended
          June 30                                                                              June 30
        (Unaudited)                                                                          (Unaudited)
   1998             1999                                                                1999             1998
<S>                <C>     <C>                                             <C>         <C>              <C>
  1,932            2,075    Total replacement cost operating profit        - $m        3,321            3,931
                            Replacement cost profit before
  1,079            1,226    exceptional items                              - $m        1,903            2,358
  1,091            1,063    Replacement cost profit for the period         - $m          880            2,420
    992            1,635    Historical cost profit for the period          - $m        1,459            1,632
     10               17    Profit per Ordinary Share                      - cents        15               17
     10               10    Dividends per Ordinary Share                   - cents        20             19.5
</TABLE>

   For further  information  on  replacement  cost profit see Note 6 of Notes to
Consolidated Financial Statements


The following  discussion  should be read in conjunction  with the  consolidated
financial   statements  provided  elsewhere  in  this  Form  6-K  and  with  the
consolidated  financial statements and related notes for the year ended December
31, 1998 included in BP Amoco's Report on Form 6-K filed with the Securities and
Exchange  Commission on July 7, 1999.  The restated  financial  statements of BP
Amoco included in BP Amoco's Report on Form 6-K filed on July 7, 1999 modify and
supersede the financial  statements included in BP Amoco's Annual Report on Form
20-F for the year ended December 31, 1998. The financial  statements included in
such  Form 6-K have  been  restated  to  reflect  the  adoption  of FRS No.  12,
effective as of January 1, 1999, and also to correct reserve information.

Effective January 1, 1999, the Group adopted UK Financial Reporting Standard No.
12 `Provisions,  Contingent  Liabilities and Contingent  Assets  (FRS12)'.  As a
result of adopting this standard  comparative  figures have been  restated.  The
effect of  adopting  the  standard  is shown in Note 2 of Notes to  Consolidated
Financial Statements.

Replacement  cost profit  before  exceptional  items (which  excludes  inventory
holding gains and losses) was $1,226 million for the three months ended June 30,
1999,  compared with $1,079  million for the  equivalent  period of 1998.  These
results  included net special  charges of $197 million  ($141 million after tax)
for the three months ended June 30,  1999,  and $158 million ($68 million  after
tax) for the  equivalent  period of 1998.  The  special  charges  in the  second
quarter of 1999 were  mainly in respect of merger  integration  costs;  those of
1998 related to impairment charges offset by a receipt from the settlement of an
insurance  claim.  After excluding these special  charges,  the profit of $1,367
million for the three months ended June 30, 1999  represented an increase of 19%
over the comparable  result of 1998. This increase  reflected  further  benefits
from merger integration and from underlying  performance  improvements,  and was
achieved despite adverse conditions in the economic  environment.  Compared with
the second quarter of 1998,  performance  improvements  contributed  around $550
million,  more than  offsetting the adverse  effect of the economic  environment
estimated at $350 million.

For the six months  ended June 30,  1999,  the  replacement  cost profit  before
exceptional  items was $1,903  million  compared  with  $2,358  million  for the
equivalent  period of 1998.  The result for the six months  ended June 30,  1999
included net special  charges of $311 million  ($225 million after tax) compared
with $158  million  ($68  million  after tax) for the same  period in 1998.  The
special charges in 1999 related mainly to merger  integration  costs while those
of 1998 were in respect of impairment charges offset by income from an insurance
claim.  After adjusting to exclude these special items, the result for the first
half of 1999 was $2,128  million  compared  with  $2,426  million  in 1998.  The
reduction  in profit  compared  with the same  period of the  previous  year was
limited to some $300  million in spite of an adverse  effect due to the economic
environment  estimated at $1.2 billion.  This result reflects  substantial  cost
reductions and higher volumes in all businesses.

The  historical  cost profit for the three months ended June 30, 1999 was $1,635
million including  inventory  holding gains of $572 million.  For the equivalent
period of 1998 there was a profit of $992 million after inventory holding losses
of $99  million.  The  results  for the  second  quarter  of 1999  included  net
exceptional  charges  of $186  million  ($163  million  after tax) in respect of
restructuring  costs and net profits on the sale of fixed assets and businesses;
those for the comparable period of 1998 included net exceptional  profits of $12
million ($12 million after tax).



<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                            OF FINANCIAL CONDITION AND
                                         RESULTS OF OPERATIONS - continued


For the six months  ended June 30,  1999 the  historical  cost profit was $1,459
million including inventory holding gains of $579 million.  This compares with a
profit of $1,632 million after inventory  holding losses of $788 million for the
equivalent  period of 1998.  Included in the results for the first six months of
1999 were net  exceptional  charges of $1,244 million ($1,023 million after tax)
for  restructuring  costs  and net  profits  on the  sale of  fixed  assets  and
businesses.  The results for the equivalent  period of 1998 included net profits
on the sale of fixed assets and  businesses  of $78 million  ($62 million  after
tax).

Taxation,  other than production taxes,  charged for the three months ended June
30, 1999 was $473 million  compared with $553 million in the  equivalent  period
last year.  This included a tax credit of $23 million in respect of  exceptional
items compared with $ nil for the second quarter of 1998. The effective tax rate
on replacement cost profit before exceptional items was 28% for the three months
and the six months ended June 30, 1999.

Net cash  outflow  for the three  months  ended  June 30 1999 was $1.2  billion,
compared with $0.3 billion for the equivalent  period of 1998. The cash flow for
the second quarter of 1999 included two dividend  payments.  The second of these
was a non-recurring  payment arising from the  rescheduling of dividend  payment
dates following the merger of BP and Amoco. Cash flow for the three months ended
June 30, 1999 was positive before the second dividend payment and  restructuring
costs. For the first half of 1999, net cash outflow was $2.4 billion.

Capital expenditure for the first six months of 1999 amounted to $3.3 billion, a
decrease  of 34% on the  first  six  months  of the  previous  year,  reflecting
increased  focus in the capital  program.  Divestment  proceeds from the sale of
fixed assets and businesses amounted to $531 million for the half year.

Net debt at the quarter-end was $15.1 billion. The ratio of net debt to net debt
plus equity was 26%.  Interest  expense for the three months ended June 30, 1999
was $328 million  compared with $289 million in the  equivalent  period of 1998.
The  increase  in  interest   expense  resulted  mainly  from  lower  levels  of
capitalized interest.

BP Amoco p.l.c.  announced a second quarterly  dividend for 1999 of 10 cents per
Ordinary  Share.  Holders of Ordinary  Shares will receive 6.225 pence per share
and holders of American  Depositary  Receipts  (ADRs)  $0.60 per ADS share.  The
dividend is payable on  September  10, 1999 to  shareholders  on the register on
August 20, 1999.  Participants in the Dividend Reinvestment Plan or the dividend
reinvestment  facility in the US Direct Access Plan will receive the dividend in
the form of shares on September 10, 1999.



<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                            OF FINANCIAL CONDITION AND
                                         RESULTS OF OPERATIONS - continued

DETAILED REVIEW OF BUSINESSES (EXCLUDING EXCEPTIONAL ITEMS)

EXPLORATION AND PRODUCTION


<TABLE>
<CAPTION>
    Three months ended                                                                     Six months ended
          June 30                                                                              June 30
        (Unaudited)                                                                          (Unaudited)

   1998             1999                                                                1999             1998
 <S>               <C>     <C>                                             <C>        <C>               <C>
    836            1,503    Total replacement cost operating profit        - $m        2,321             2,057
                            Results included:
    221              124    Exploration expense                            - $m          296              441
                            Key statistics:
  12.13            14.49    Average prices       :  Crude oil and natural- $/bbl     12.45            12.89
                            realized by BP Amoco     gas liquids
   1.94             1.82                         :  Natural gas          - $/mcf      1.81              2.0
  2,026            2,049    Oil production (net of royalties)              - mb/d      2,073            2,026
  5,775            5,944    Natural gas production (net of royalties)      - mmcf/d    6,007            5,951
  3,022            3,074    Total production (net of royalties) (a)        - mboe/d    3,109            3,052
</TABLE>
- ----------------
  (a)   Expressed in thousands of barrels of oil equivalent per day (mboe/d).
        Gas is  converted  to oil  equivalent  at  5.8 billion  cubic feet :
        1 million barrels.

  (b)   Further operating information is shown on page 16.

Exploration and  Production's  replacement  cost operating  profit for the three
months  ended June 30,  1999 was $1,531  million,  after  adjusting  for special
charges  of $28  million.  This  adjusted  result  was up 54% on the  equivalent
quarter last year,  reflecting  lower costs,  stronger oil prices and  increased
production. The special charges for the three months ended June 30, 1999 related
to merger  integration  costs;  the net special  charges of $158 million for the
equivalent  period of 1998  consisted of charges for the  impairment of the Opon
field  and  adjacent  power  plant  in  Colombia  offset  by a  receipt  for the
settlement of an insurance claim.

Overall  production  for the  quarter  was up 2% on the second  quarter of 1998.
There has been a significant  contribution  from the Eastern Trough Area Project
in the UK  central  North Sea  which was  commissioned  in July last  year.  The
increase  more than  offset the  declines  at the mature  fields in Alaska.

The profit  for the six  months  ended  June 30,  1999  was  $2,435  million,
after adjusting for special  charges of $114 million.  The equivalent  result
for 1998 was $2,215 million after adjusting for net special charges of
$158 million.  The increase in profit  compared with the first half of 1998
reflected  lower costs and increased  production which were partially offset
by the depressed prices of the earlier part of 1999. The special  charges for
the six months ended June 30, 1999 related mainly to merger integration costs;
the net special charges for the equivalent  period of 1998 comprised
impairment  charges offset by an insurance claim receipt.

In May, BP Amoco (26.7%  interest  and  operator)  signed a  Production  Sharing
Agreement with the Angolan state oil company Sonangol,  for Block 31 in Angola's
deep water acreage, with exploration activities commencing shortly. This adds to
the Group's  interests in five other blocks  offshore  Angola.  Further,  it was
announced  that BP Amoco (50%  interest  and  operator)  had a  significant  oil
discovery on its second  exploration  well on Block 18.  Further  geological and
engineering  studies will be carried out to fully  evaluate  this and an earlier
discovery on the same block.

In July, four major discoveries,  in which BP Amoco is the operator,  were
announced in the Gulf of Mexico. The largest is the Crazy Horse  prospect
(BP Amoco 75%).  The others are Atlantis (BP Amoco 56%), Mad Dog (BP Amoco
63.6%) and Holstein (BP Amoco 50%).

Also in July, we announced a significant gas condensate  discovery in Azerbaijan
following the completion of the SDX1 well on the offshore prospect Shah Deniz in
the Caspian Sea (BP Amoco 25.5% interest and operator).

In early  August,  BP Amoco agreed the sale of its Canadian oil assets for $1.07
billion.  The estimated  after-tax gain resulting from this sale amounts to $200
million.  The sale does not include the Group's Canadian natural gas assets;  BP
Amoco remains Canada's biggest producer of natural gas.


<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                            OF FINANCIAL CONDITION AND
                                         RESULTS OF OPERATIONS - continued


REFINING AND MARKETING

<TABLE>
<CAPTION>
    Three months ended                                                                     Six months ended
          June 30                                                                              June 30
        (Unaudited)                                                                          (Unaudited)
   1998             1999                                                                1999             1998
<S>               <C>      <C>                                             <C>        <C>            <C>
    839              560    Total replacement cost operating profit        - $m          906            1,378
   2.35             0.83    Indicative global refining margin*             - $/bbl      0.83             2.28
  2,805            2,583    Refinery throughputs                           - mb/d      2,539            2,786
  3,101            3,184    Marketing sales                                - mb/d      3,163            3,067
</TABLE>

- ----------------
 *      BP Amoco average.
 (a)    Further operating information is shown on page 16.

Replacement  cost  operating  profit of $593  million for the three months ended
June 30, 1999,  after  adjusting for special  charges of $33 million  related to
merger  integration costs, was down 29% on a year ago. This reflected the severe
deterioration in refining margins and pressure on marketing  margins,  partially
offset by significant cost savings and improved  marketing  volumes.

The result for the six months ended June 30, 1999 was $956  million,  after
adjusting  for special charges of $50 million in respect of merger  integration
costs and also represented a decrease  compared with the equivalent result of
$1,378 million in 1998. Performance improvements partly  offset  the  effect
of  the  severe deterioration in the refining environment.

There were no special  charges in the three  months or the six months ended June
30, 1998.

During the three  months  ended June 30,  1999 the sale of most of the 134 sites
mandated by the US Federal Trade  Commission  during the merger approval process
was completed.  Additionally, a program of refinery sales was announced in July,
with the Alliance refinery in Louisiana to be marketed  immediately.

Growth has continued in markets new to BP Amoco with some 30 new retail sites
brought into operation in  Venezuela,  Poland and Japan during the first
half of the year.

In the BP/Mobil joint venture's LPG business unit, portfolio  adjustments
continued during the  second  quarter  with the sale of its  business
in Hungary  and the acquisition of VanderVel NV, Belgium,  a bottle and bulk
distributor.

In April, we  completed  a  $245  million  upgrade  to  our  Toledo,   Ohio,
refinery  by commissioning  the coker unit. The upgrade allows the refinery to
process 70% of its throughput as lower cost, heavy sour crudes.


<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                            OF FINANCIAL CONDITION AND
                                         RESULTS OF OPERATIONS - continued

CHEMICALS

<TABLE>
<CAPTION>
    Three months ended                                                                     Six months ended
          June 30                                                                              June 30
        (Unaudited)                                                                          (Unaudited)
   1998             1999                                                                1999             1998
<S>               <C>      <C>                                            <C>         <C>              <C>
    323              198    Total replacement cost operating profit        - $m          404              669
    825              392    Chemicals integrated margin                    - Dm/te       485              954
  5,088            5,515    Production volumes                             - kte      10,658            9,905
</TABLE>

Chemicals' replacement cost operating profit for the three months ended June 30,
1999 was $257 million,  after adjusting for $59 million of special costs related
to litigation  settlement and  integration.  Although there was continued market
deterioration  due to rising oil prices,  excess capacity and the weak euro, the
adjusted  result  reflected  an 18%  increase  on the  previous  quarter  due to
restructuring  benefits  and volume  growth.  Despite  these  improvements,  the
adjusted  result  for the  quarter  was 20% down on a year ago,  reflecting  the
extent of the decline in margins over the past year.

The adjusted  result for the six months ended June 30,  1999,  at $474  million,
reflected a decrease of 29% compared  with that of the first six months of 1998.
Performance  improvements partially offset the steep decline in margins for many
products.  The replacement  cost operating  profit for the six months ended June
30,  1999  included  special  charges  of  $70  million  related  to  litigation
settlement and merger integration costs.

There were no special  charges in the three  months or the six months ended June
30, 1998.

Chemicals  production in the three months ended June 30, 1999 was up 7% from the
first  quarter  of 1999,  due to  improved  sales and also  additional  capacity
(mainly  polypropylene at Chocolate Bayou, Texas and PTA (purified  terephthalic
acid) at Geel,  Belgium).  These  factors also  contributed  to the 8% growth in
production in the three months ended June 30, 1999 compared with the  equivalent
period of 1998.

During the quarter, BP Amoco announced plans for the creation of two new
polypropylene joint ventures with Elf Atochem, one to pool polypropylene
activities in Europe and the other to form a global  polypropylene  research and
technology  alliance.  Also  during  the  quarter,  we sold our 20% share of the
Wilton (UK) olefins cracker.

The sale of BP Amoco's Plaskon electronic materials business,  located in the US
and  Singapore, for $121 million was  announced in July.


<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                            OF FINANCIAL CONDITION AND
                                         RESULTS OF OPERATIONS - continued

OTHER BUSINESSES AND CORPORATE

<TABLE>
<CAPTION>
    Three months ended                                                                     Six months ended
          June 30                                                                              June 30
        (Unaudited)                                                                          (Unaudited)
   1998             1999                                                                1999             1998
   <S>              <C>    <C>                                             <C>         <C>              <C>
    (66)            (186)   Replacement cost operating loss                - $m         (310)            (173)
</TABLE>

Other Businesses and Corporate comprises Finance,  BP Solarex,  the Group's coal
asset,  interest  income and costs relating to corporate  activities  worldwide.
Replacement  cost operating loss was $109 million,  after  adjusting for special
charges  of $77  million in respect of  integration  costs.  In April,  BP Amoco
announced that it had acquired from Enron Corporation,  for $45 million, the 50%
of Solarex it did not already own.



EXCEPTIONAL ITEMS

<TABLE>
<CAPTION>
    Three months ended                                                                     Six months ended
          June 30                                                                              June 30
        (Unaudited)                                                                          (Unaudited)
   1998             1999                                                                1999             1998
<S>                 <C>    <C>                                              <C>       <C>              <C>
     12              162    Profit on sale of fixed assets and businesses   - $m         259               78
      -             (348)   Restructuring costs                             - $m      (1,503)               -
      -               23    Taxation credit (charge)                        - $m         221              (16)
 ------            ------                                                             ------            ------
     12             (163)   Exceptional items after taxation                - $m      (1,023)              62
 ======            ======                                                             ======            ======
</TABLE>

Exceptional  items for the three months ended June 30, 1999  included the profit
on sale of fixed assets and businesses and further restructuring relating mainly
to severance.  For further  information on exceptional items see Note 8 of Notes
to Consolidated Financial Statements.

OUTLOOK

The Group's  outlook has improved,  with positive  developments on the crude oil
supply  side  underpinned  by firming  aggregate  demand.

Crude oil prices have responded  to OPEC quota  discipline  and are
approaching  OPEC target  levels. Continuation of this discipline will be
critical to price stability.

Natural gas prices  are  likely  to  remain  stable  with  some  firming
towards  year-end.

Downstream,  refining margins are not likely to show marked recovery;  marketing
margins are expected to stabilize  following oil price increases.

In Chemicals, margins are likely to remain weak in the near term due to higher
oil prices, new industry  capacity  and the weak euro.  Most  businesses  are
at or below  their historic  bottom-of-cycle  position,  which should lead, in
due course,  to some stability and recovery.

<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                            OF FINANCIAL CONDITION AND
                                         RESULTS OF OPERATIONS - continued


PROPOSED COMBINATION WITH THE ATLANTIC RICHFIELD COMPANY AND
SUBDIVISION OF ORDINARY SHARE CAPITAL

On April 1, 1999 BP Amoco  announced  that it had reached  agreement  to combine
with the Atlantic Richfield Company (ARCO) of Los Angeles.

A special meeting of ARCO shareholders has been convened for August 30, 1999 and
an  Extraordinary  General  Meeting  of BP  Amoco  shareholders  will be held on
September  1, 1999.  Shareholders  of each  company will be asked to approve the
proposed combination at these meetings. Completion of the transaction is subject
to certain  conditions  including the approval of shareholders of both companies
and the consent of various  state and  regulatory  authorities  including the US
Federal Trade Commission and the European Commission.

On July 15, 1999,  BP Amoco  announced  that it  proposed,  subject to necessary
approvals,  to subdivide the ordinary share capital of BP Amoco with effect from
October 4, 1999 so that each holder of BP Amoco Ordinary  Shares and each holder
of BP Amoco  American  Depositary  Shares (ADSs) will receive one  additional BP
Amoco  Ordinary  Share for each BP Amoco  Ordinary Share held and one additional
ADS for each ADS held.  After the subdivision the nominal value of each BP Amoco
Ordinary Share would be half its current value of $0.50.

The proposed combination, approved by the boards of both companies, provides for
the  exchange  of 0.82 of a BP Amoco  American  Depositary  Share (4.92 BP Amoco
Ordinary  Shares) for each share of ARCO common  stock.  If the proposed 2 for 1
share subdivision  becomes  effective before the combination,  then the exchange
ratio in the combination  will be 1.64 BP Amoco ADSs (9.84 New BP Amoco Ordinary
Shares of $0.25 nominal value) for each share of ARCO common stock.

FORWARD-LOOKING STATEMENTS

The foregoing discussion, in particular the statements under `Outlook',  focuses
on certain  trends and general  market and  economic  conditions  and outlook on
production levels or rates, prices,  margins and currency exchange rates and, as
such, are  forward-looking  statements  that involve risk and  uncertainty  that
could cause actual  results and  developments  to differ  materially  from those
expressed or implied by this discussion.  By their nature, trends and outlook on
production,  price, margin and currency exchange rates are difficult to forecast
with any precision,  and there are a number of factors,  that could cause actual
results and developments to differ materially from those expressed or implied by
these  forward-looking  statements  including  future levels of industry product
supply,  demand and pricing;  currency exchange rates;  political  stability and
economic  growth in relevant  areas of the world;  the  ability to  successfully
integrate  after merger;  development  and use of new  technology and successful
partnering;  the actions of competitors,  natural disasters and other changes to
business conditions.  Additional  information,  including information on factors
which may affect BP Amoco's  business,  is contained in BP Amoco's Annual Report
and  Accounts  for 1998 and in the Annual  Report on Form 20-F filed with the US
Securities and Exchange Commission.

MILLENNIUM IT RISK

The Year 2000 issue, which stems from computer programs written using two digits
rather  than four to define the  applicable  year,  could  result in  processing
faults on the change of century, producing a wide range of consequences.

We  have   conducted  a   risk-based   review  of  our   computer   systems  and
computer-controlled  processes  and  have  developed  plans  to  remediate  Year
2000-related  faults by  replacement  or  repair.  Apart  from some  global  and
regional  systems,  which  are  handled  centrally,  project  implementation  is
devolved to the management of operating units so as to ensure complete coverage.
The project is designed to minimize  risks  arising  from the Year 2000  problem
which might endanger health, safety, the environment,  the Group's reputation or
its cash flow.

The estimated total cost of BP Amoco's Year 2000 program is  approximately  $300
million  to be  incurred  by the end of 1999.  As at June 30,  1999,  some  $260
million had been  spent.  This  estimate  excludes  the costs of existing  major
systems   replacement   projects   launched   independently  of  the  Year  2000
remediation.  The Year 2000 costs are  charged  against  income in the period in
which they are incurred.

Our Year 2000  program  covers  all areas that are known to be  impacted  by the
issue  including IT  application  systems and  infrastructure,  process  control
systems and embedded  microprocessors in plants, oil and gas fields and building
facilities.  The Year 2000 process also includes the ongoing  assessment of Year
2000 readiness of critical suppliers, customers, joint ventures and partners.



<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                            OF FINANCIAL CONDITION AND
                                         RESULTS OF OPERATIONS - continued


BP Amoco  business  units  have  identified  third  parties  to  their  business
operations,  and reviewed  such  parties'  Year 2000  status.  This is generally
accomplished  in  face-to-face  meetings where the company shares status reports
and hard  evidence of Year 2000  progress  with the third party in order to give
each other mutual  confidence.  This is typically not done in a single  meeting,
but is  repeated  at  intervals  as  appropriate  to  each  third  party.  Where
satisfactory  assurance is not possible,  alternative  plans are put in place to
handle  potential  failure of the third party.  The value of such  assurances as
have been received is variable, depending on the credibility of the answer which
in turn depends on the  thoroughness  with which Year 2000  remediation has been
carried out and the assurer's own exposure to third party Year 2000 risk.

Typically,  new contracts  include Year 2000 clauses,  and where appropriate and
feasible,  existing contracts have had a Year 2000 clause inserted that has been
agreed with local legal  departments.  Certain  customary  limitations  on legal
remedies do, however, remain, particularly on consequential loss.

We  have  finished  the  global  inventory  and  risk  analysis  work,  and  the
remediation and testing effort is also substantially complete. A small amount of
remediation  dependent on planned  plant  shutdowns and other  remediation  work
consisting  mainly of  implementation  of package software releases is scheduled
for completion by September 30, 1999. Systems rationalization and organizational
restructuring  made  necessary by the BP Amoco merger are being managed to avoid
any risks which might reduce the Group's  ability to meet 2000 with  confidence.
BP Amoco is  providing  information  to third  parties,  on  request,  as to the
progress of its Year 2000 project.

Because  of the  Group's  widespread  use of  standardized  hardware  and global
package  software,  in many  instances  the  bulk of the  work  is  achieved  by
upgrading to the supplier's most recent software release.  BP Amoco believes its
Year 2000  process  is in line  with  best  practice  and is  underpinned  by an
internal  assurance  process.  We  have  not  made  extensive  use  of  external
verification.

The Year 2000  project has caused the  deferral of some other  computer  systems
work.  Other systems  projects  continue to be assessed on their economic value,
and are resourced from internal and external personnel.  We have not experienced
significant  difficulties  in retaining  the  necessary IT skills  internally or
obtaining them in the market.

The Year 2000 problem may affect the operation of automated  non-IT systems such
as  those  used to  control  certain  processes  in oil  production  facilities,
pipelines,  refineries  and  chemicals  plants.  In relation to the  engineering
process  control  risk in these  operations,  we have made some use of  external
engineering consultancies to help develop the methodology of risk assessment and
analysis, to review progress and to ensure that the work has been carried out to
an  acceptable  standard.  We have  also  commissioned  some of our  engineering
equipment  suppliers to perform  reviews of site systems  adaptations  where the
supplier's  expertise provides the most cost-effective  means of completing this
work. Emergency response systems in these operations are generally not dependent
on IT and IT-related processes.

To meet any  unexpected  Year 2000 failure in the Group or by key third parties,
we are developing  contingency plans to deliver a flexible response,  especially
for  critical  systems  in the  first  days of 2000.  Each  business  entity  is
accountable for identifying,  categorizing,  and  prioritizing  risks associated
with the Year  2000  transition  and  developing  and  implementing  appropriate
contingency  plans to mitigate those risks. We intend to use our existing crisis
management, emergency response, and business continuity organizations, plans and
procedures in Year 2000 contingency planning.

Such plans and  procedures  use risk  analysis in assessing the impact of single
failures and multiple failures involving  consequential knock-on effects and the
appropriate response to such failures.  Examples of this range from panic buying
of products through significant  infrastructure  failures with contingency plans
designed to provide a graduated  response  ranging from  adjusting  the level of
operations  to  provision  of  alternative  sources  of supply  of the  affected
service. We expect the need to activate  contingency plans will be variable from
country to country  with the  greater  need in  countries  where  infrastructure
assessments have already revealed a lack of focus on the problem.

The Group's  objective  is to ensure  "business  as usual" in respect of our own
operations.  However,  our  detailed  plans are based on  assumptions  about the
robustness of  infrastructure  suppliers  such as power and  telecommunications,
upon  which  our  businesses  are  dependent.  BP  Amoco,  together  with  other
companies,  remains exposed,  to an unquantifiable  degree, to the risk of major
non-compliance  by those  suppliers  and other  third  parties,  and also to any
abnormal   customer  demand  patterns   resulting  from  concerns  about  supply
constraints around the 1999 year-end.



<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                                            OF FINANCIAL CONDITION AND
                                         RESULTS OF OPERATIONS - continued


The  failure by third  parties to correct a  material  Year 2000  problem  could
result in an  interruption  in, or a failure  of,  certain of BP Amoco's  normal
business activities or operations.  Due to the general  uncertainty  inherent in
the Year 2000 problem,  we are unable to determine at this time whether any such
interruptions and failures will have a material impact on the Group's results of
operations.  We do not,  however,  expect them to have a material  effect on the
Group's liquidity or financial condition.

The foregoing  constitutes a  "forward-looking  statement" within the meaning of
the Securities Act of 1933. It is based on  management's  current  expectations,
estimates  and  projections,  which  could  ultimately  prove to be  inaccurate.
Factors which could affect the Group's  ability to be Year 2000 compliant by the
end of 1999 include the failure of third parties,  including  software suppliers
and others, to achieve  compliance,  the inaccuracy of  certifications  received
from them, and a shortage of necessary programmers, hardware and software.

1999 DIVIDENDS

On August 10, 1999, BP Amoco p.l.c.  announced a second  quarterly  dividend for
1999 of 10 cents per Ordinary Share of 50c (Ordinary  Shares)  amounting to $970
million in total. The record date for qualifying US resident holders of American
Depositary  Receipts as well as holders of Ordinary  Shares is August 20,  1999,
with payment to be made on September 10, 1999.

The dividend payable on September 10, 1999 entitles  qualifying ADS shareholders
to a refund of the  1/9th UK tax  credit  attaching  to the  dividend  less a UK
withholding  tax  limited to the amount of the tax  credit.  The effect of these
arrangements  for ADS  holders is  currently a cash  payment of $0.600,  a gross
dividend  for tax  purposes of $0.667 and a  potential  tax credit of $0.067 per
ADS.

A  Dividend  Reinvestment  Plan was  introduced  with  effect  from  the  fourth
quarterly  dividend in respect of 1998,  whereby  holders of Ordinary Shares can
elect to reinvest the net cash dividend in shares  purchased on the London Stock
Exchange.  This  plan is not  available  to any  person  resident  in the USA or
Canada,  or in any  jurisdiction  outside  the UK where  such an offer  requires
compliance by the Company with any governmental or regulatory  procedures or any
similar formalities.

A dividend  reinvestment  facility is,  however,  available  for holders of ADRs
through the Direct Access Plan of Morgan Guaranty Trust Company of New York.

Participants  in the Dividend  Reinvestment  Plan or the  dividend  reinvestment
facility  included in the US Direct Access Plan will receive the dividend in the
form of shares on September 10, 1999.



<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENT OF INCOME


<TABLE>
<CAPTION>
                                                               Three months ended              Six months ended
                                                                     June 30                       June 30
                                                                   (Unaudited)                   (Unaudited)
<S>                                                          <C>               <C>          <C>               <C>
                                                             1999              1998 (a)     1999              1998 (a)
                                                                     ($ million, except per share amounts)
Turnover - Note 3                                          22,939           20,969        40,923           42,485
Less: joint ventures                                        3,923            3,707         7,265            7,360
                                                           ---------        ---------     ---------        ---------
Group turnover                                             19,016           17,262        33,658           35,125

Replacement cost of sales                                  15,443           14,103        27,354           28,498
Production taxes - Note 4                                     215              149           357              339
                                                           ---------        ---------     ---------        ---------
Gross profit                                                3,358            3,010         5,947            6,288
Distribution and administration expenses                    1,569            1,475         3,105            3,056
Exploration expense - Note 5                                  124              221           296              441
                                                           ---------        ---------     ---------        ---------
                                                            1,665            1,314         2,546            2,791
Other income                                                  164              309           269              476
                                                           ---------        ---------     ---------        ---------
Group replacement cost operating profit                     1,829            1,623         2,815            3,267
Share of profits of joint ventures                            140              205           271              422
Share of profits of associated undertakings                   106              104           235              242
                                                           ---------        ---------     ---------        ---------
Total replacement cost operating profit - Notes 6 and 7     2,075            1,932         3,321            3,931
Profit on sale of fixed assets and businesses - Note 8        162               12           259               78
Restructuring costs - Note 8                                 (348)               -        (1,503)               -
                                                           ---------        ---------     ---------        ---------
Replacement cost profit before interest and tax - Note 6    1,889            1,944         2,077            4,009
Inventory holding gains (losses) - Note 9                     572              (99)          579             (788)
                                                           ---------        ---------     ---------        ---------
Historical cost profit before interest and tax              2,461            1,845         2,656            3,221
Interest expense - Note 10                                    328              289           632              553
                                                           ---------        ---------     ---------        ---------
Profit before taxation                                      2,133            1,556         2,024            2,668
Taxation - Note 11                                            473              553           529            1,006
                                                           ---------        ---------     ---------        ---------
Profit after taxation                                       1,660            1,003         1,495            1,662
Minority shareholders' interest                                25               11            36               30
                                                           ---------        ---------     ---------        ---------
Profit for the period                                        1,635              992         1,459            1,632
                                                           =========        =========     =========        =========

Earnings per Ordinary Share - cents (b)
     Basic                                                      17               10            15               17
     Diluted                                                    17               10            15               17
                                                           ---------        ---------     ---------        ---------
Earnings per American depositary share - cents (b)
     Basic                                                     102               60            90              102
     Diluted                                                   102               60            90              102
                                                           ---------        ---------     ---------        ---------


Average number of outstanding Ordinary Shares (millions)     9,693            9,598         9,681            9,572
                                                           =========        =========     =========        =========
</TABLE>

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

(a)  Restated - for further information see Note 2.

(b)  A summary of the material  adjustments to profit for the period which would
     be required  if  generally  accepted  accounting  principles  in the United
     States had been applied instead of those  generally  accepted in the United
     Kingdom is given in Note 14.


<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                                           June 30, 1999                     December 31, 1998 (a)
                                                           (Unaudited)
                                                                            ($ million)
<S>                                                 <C>           <C>                  <C>            <C>
Fixed assets
   Intangible assets                                                3,489                               3,037
   Tangible assets                                                 53,831                              54,880
   Investments                                                      9,752                               9,772
                                                                   ---------                           ---------
                                                                   67,072                              67,689
Current assets
   Inventories                                        4,232                               3,642
   Receivables                                       14,577                              12,709
   Investments                                          304                                 470
   Cash at bank and in hand                             467                                 405
                                                     ---------                           ---------
                                                     19,580                              17,226
                                                     ---------                           ---------

Current liabilities - falling due within one year
   Finance debt                                       4,029                               2,837
   Accounts payable and accrued liabilities          16,170                              15,329
                                                     ---------                           ---------
                                                     20,199                              18,166
                                                     ---------                           ---------

Net current liabilities                                              (619)                               (940)
                                                                   ---------                           ---------
Total assets less current liabilities                              66,453                              66,749

Noncurrent liabilities
   Finance debt                                      11,821                              10,918
   Accounts payable and accrued liabilities           2,219                               2,047
   Provisions for liabilities and charges             9,781                              10,100
                                                     ---------                           ---------

                                                                   23,821                              23,065
                                                                   ---------                           ---------
Net assets                                                         42,632                              43,684
Minority shareholders' interest                                     1,040                               1,072
                                                                   ---------                           ---------

BP Amoco shareholders' interest (b) - Note 14                      41,592                              42,612
                                                                   =========                           =========

Represented by:
Capital shares
   Preference                                                          21                                  21
   Ordinary                                                         4,865                               4,842
Paid-in surplus                                                     3,529                               3,386
Retained earnings                                                  32,480                              33,666
Merger reserve                                                        697                                 697
                                                                   ---------                           ---------
                                                                   41,592                              42,612
                                                                   =========                           =========
</TABLE>

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

(a)     Restated - for further information see Note 2.

(b)     A summary of the material adjustments to BP Amoco shareholders' interest
        which would be required if generally accepted  accounting  principles in
        the United States had been applied instead of those  generally  accepted
        in the United Kingdom is given in Note 14.


<PAGE>


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

<TABLE>
<CAPTION>
                                                              Three months ended              Six months ended
                                                                   June 30                        June 30
                                                                 (Unaudited)                    (Unaudited)
<S>                                                         <C>               <C>          <C>               <C>
                                                            1999              1998         1999              1998
                                                                                 ($ million)
Net cash inflow from operating activities                  2,329            2,579         3,158            4,650
                                                          ---------        ---------     ---------        ---------

Dividends from joint ventures                                230              127           442              201
                                                          ---------        ---------     ---------        ---------
Dividends from associated undertakings                        98              152           143              190
                                                          ---------        ---------     ---------        ---------
Servicing of finance and returns on investments
Interest received                                             50               75            82              119
Interest paid                                               (316)            (270)         (597)            (526)
Dividends received                                            13                3            20               11
Dividends paid to minority shareholders                      (31)             (39)          (96)             (40)
                                                          ---------        ---------     ---------        ---------
Net cash outflow from servicing of finance and
returns on investments                                      (284)            (231)         (591)            (436)
                                                          ---------        ---------     ---------        ---------

Taxation
UK corporation tax                                           (59)             (73)         (131)            (127)
Overseas tax                                                 (89)            (392)          (62)            (769)
                                                          ---------        ---------     ---------        ---------
Tax paid                                                    (148)            (465)         (193)            (896)
                                                          ---------        ---------     ---------        ---------

Capital expenditure
Payments for fixed assets                                 (1,678)          (2,092)       (3,193)          (4,287)
Proceeds from the sale of fixed assets                       352              252           439              580
                                                          ---------        ---------     ---------        ---------
Net cash outflow for capital expenditure                  (1,326)          (1,840)       (2,754)          (3,707)
                                                          ---------        ---------     ---------        ---------

Acquisitions and disposals
Investments in associated undertakings                       (51)             (81)         (139)            (220)
Acquisitions                                                 (45)               -           (45)            (205)
Net investment in joint ventures                             (69)              18          (269)              28
Proceeds from the sale of businesses                           -                -            92               77
                                                          ---------        ---------     ---------        ---------
Net cash outflow for acquisitions and disposals             (165)             (63)         (361)            (320)
                                                          ---------        ---------     ---------        ---------
Equity dividends paid                                     (1,934)            (578)       (2,197)          (1,177)
                                                          ---------        ---------     ---------        ---------
Net cash outflow                                          (1,200)            (319)       (2,353)          (1,495)
                                                          =========        =========     =========        =========

Financing (Note 12)                                       (1,438)            (602)       (2,267)          (1,413)
Management of liquid resources                                 -              332          (161)            (218)
(Increase) decrease in cash                                  238              (49)           75              136
                                                          ---------        ---------     ---------        ---------
                                                          (1,200)            (319)       (2,353)          (1,495)
                                                          =========        =========     =========        =========
</TABLE>

- --------------------------
(a)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow  statement  prepared  on the basis of US GAAP is included in Note
     14.


<PAGE>


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

<TABLE>
<CAPTION>
                                                              Three months ended              Six months ended
                                                                   June 30                        June 30
                                                                 (Unaudited)                    (Unaudited)
<S>                                                         <C>               <C>          <C>            <C>
                                                            1999              1998(a)      1999            1998(a)
                                                                                 ($ million)
Reconciliation of historical cost profit before interest
and tax to net cash inflow from operating activities
Historical cost profit before interest and tax             2,461            1,845         2,656            3,221
Depreciation and amounts provided                          1,152            1,448         2,396            2,674
Exploration expenditure written off                           51              101           135              180
Share of profits of joint ventures and associated
undertakings+                                               (383)            (253)         (739)            (471)
Interest and other income                                    (61)             (78)         (113)            (135)
Profit on sale of fixed assets and businesses               (148)             (12)         (206)             (78)
Charge for provisions                                         30               26           479              147
Utilization of provisions                                   (115)             (87)         (210)            (164)
(Increase) decrease in stocks                               (603)               6          (604)             518
(Increase) decrease in debtors                              (774)             190        (1,788)           1,165
Increase (decrease) in creditors                             719             (607)        1,152           (2,407)
                                                          ---------        ---------     ---------        ---------
Net cash inflow from operating activities                  2,329            2,579         3,158            4,650
                                                          =========        =========     =========        =========

Analysis of cash flow
Financing
Long-term borrowing                                       (1,616)          (1,221)       (1,666)          (1,561)
Repayments of long-term borrowing                            558              681         1,351              880
Short-term borrowing                                        (463)            (436)       (2,655)          (1,536)
Repayments of short-term borrowing                           148              136           869              296
                                                          ---------        ---------     ---------        ---------
                                                          (1,373)            (840)       (2,101)          (1,921)
Issue of ordinary share capital                              (65)             (10)         (166)             (53)
Repurchase of ordinary share capital                           -              248             -              561
                                                          ---------        ---------     ---------        ---------
Net cash inflow from financing                            (1,438)            (602)       (2,267)          (1,413)
                                                          =========        =========     =========        =========


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

+  Includes the following amounts of depreciation
   for the BP/Mobil European JV                               72               79           150              148
                                                          =========        =========     =========        =========

(a)  Restated - for futher information see Note 2.

(b)  This cash flow  statement has been  prepared in accordance  with UK GAAP. A
     cash flow  statement  prepared  on the basis of US GAAP is included in Note
     14.
</TABLE>


<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                                CAPITAL EXPENDITURE

<TABLE>
<CAPTION>
                                                              Three months ended             Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
<S>                                                          <C>             <C>          <C>             <C>
                                                             1999            1998         1999            1998
                                                                                 ($ million)

By business

Exploration and Production
     UK                                                       203             470          447             876
     Rest of Europe                                             5              40           13              91
     USA                                                      403             521          765           1,030
     Rest of World                                            491             547          811           1,153
                                                            --------        --------     --------        --------
                                                            1,102           1,578        2,036           3,150
                                                            --------        --------     --------        --------

Refining and Marketing
     UK                                                        41              38           75              59
     Rest of Europe                                            96              73          176             185
     USA                                                      130             218          284             389
     Rest of World                                             62              82          110             136
                                                            --------        --------     --------        --------
                                                              329             411          645             769
                                                            --------        --------     --------        --------

Chemicals
     UK                                                       103              74          163             119
     Rest of Europe                                            71              55          132             322
     USA                                                       84             114          147             204
     Rest of World                                             52              58           77             113
                                                            --------        --------     --------        --------
                                                              310             301          519             758
                                                            --------        --------     --------        --------

Other businesses and corporate                                 38              64           63             388
                                                            --------        --------     --------       ---------
                                                            1,779           2,354        3,263           5,065
                                                            ========        ========     ========        ========

By geographical area
UK                                                            376             604          720           1,317
Rest of Europe                                                172             169          323             637
USA                                                           626             894        1,221           1,707
Rest of World                                                 605             687          999           1,404
                                                            --------        --------     --------       ---------
                                                            1,779           2,354        3,263           5,065
                                                            ========        ========     ========        ========
Includes the following amounts for the BP/Mobil
European joint venture                                        127             106          234             238
                                                            ========        ========     ========        ========

</TABLE>


<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                               OPERATING INFORMATION

<TABLE>
<CAPTION>
                                                               Three months ended              Six months ended
                                                                    June 30                         June 30
                                                                  (Unaudited)                     (Unaudited)
<S>                                                           <C>             <C>           <C>              <C>
                                                              1999            1998          1999             1998
Average oil realizations - $/bbl*
     UK                                                       14.75           13.08         12.86            13.72
     USA                                                      14.12           11.79         11.96            12.80
     Rest of World                                            14.51           11.56         12.51            11.99
     BP Amoco average                                         14.49           12.13         12.45            12.89
Average natural gas realizations - $/mcf
     UK                                                        2.24            2.80          2.27             2.94
     USA                                                       1.97            1.88          1.78             1.87
     Rest of World                                             1.42            1.70          1.51             1.74
     BP Amoco average                                          1.82            1.94          1.81             2.00
Crude oil and natural gas liquids production
(thousand barrels per day), (net of royalties)
     UK                                                         565             484           575              484
     Rest of Europe                                              98             114           102              115
     USA                                                        794             846           804              848
     Rest of World                                              592             582           592              579
                                                            ---------        --------      --------        ---------
Total crude oil and liquids production                        2,049           2,026         2,073            2,026
                                                            =========        ========      ========        =========
Natural gas production (million cubic feet per day)
     UK                                                       1,132           1,165         1,310            1,369
     Rest of Europe                                             146             197           194              205
     USA                                                      2,380           2,436         2,406            2,432
     Rest of World                                            2,286           1,977         2,097            1,945
                                                            ---------        --------      --------        ---------
Total natural gas production                                  5,944           5,775         6,007            5,951
                                                            =========        ========      ========        =========
Indicative global refining margins - $/bbl
     North West Europe                                         0.34            2.09          0.51             2.28
     USA                                                       1.34            2.60          1.07             2.38
     Singapore                                                 0.87            2.39          1.03             2.04
     BP Amoco average                                          0.83            2.35          0.83             2.28
Refinery throughputs (thousand barrels per day)
     UK                                                         285             313           279              309
     Rest of Europe                                             519             534           541              540
     USA                                                      1,396           1,605         1,336            1,571
     Rest of World                                              383             353           383              366
                                                            ---------        --------      --------        ---------
                                                              2,583           2,805         2,539            2,786
                                                            =========        ========      ========        =========
Oil sales volumes (thousand barrels per day)
Refined products
     UK                                                         231             256           236              257
     Rest of Europe                                             785             745           785              757
     USA                                                      1,597           1,503         1,528            1,461
     Rest of World                                              571             597           614              592
                                                            ---------        --------      --------        ---------
     Total marketing sales                                    3,184           3,101         3,163            3,067
     Trading/supply sales                                     1,928           1,763         1,851            1,687
                                                            ---------        --------      --------        ---------
     Total refined product sales                              5,112           4,864         5,014            4,754
Crude oil                                                     4,175           3,889         4,062            3,998
                                                            ---------        --------      --------        ---------
Total oil sales                                               9,287           8,753         9,076            8,752
                                                            =========        ========      ========        =========
Chemicals production+ (thousand tonnes)
     UK                                                         941             907         1,916            1,881
     Rest of Europe                                           1,507           1,288         2,916            2,614
     USA                                                      2,488           2,454         4,787            4,534
     Rest of World                                              579             439         1,039              876
                                                            ---------        --------      --------        ---------
Total production                                              5,515           5,088        10,658            9,905
                                                            =========        ========      ========        =========
</TABLE>

*    Crude oil and natural gas liquids.
+    Includes BP Amoco share of associated undertakings and other interests
     in production.


<PAGE>


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


1.   The results for the interim periods are unaudited and in the opinion
     of management include all adjustments necessary for a fair presentation
     of the results for the periods presented.  The interim financial
     statements and notes included in this Report should be read in conjunction
     with the consolidated financial statements and related notes for the year
     ended December 31,1998 included in BP Amoco's Report on Form 6-K filed
     with the Securities and Exchange Commission on July 7, 1999.  The restated
     financial statements of BP Amoco included in BP Amoco's Report on Form 6-K
     filed on July 7, 1999 modify and supersede the financial statements
     included in BP Amoco's Annual Report on Form 20-F for the year ended
     December 31, 1998.  The financial statements included in such Form 6-K
     have been restated to reflect the adoption of FRS No 12, effective as
     of January 1, 1999, and also to correct reserve information.

2.   New accounting standard

     The Group has adopted  Financial  Reporting  Standard  No. 12  `Provisions,
     Contingent  Liabilities  and  Contingent  Assets'  (FRS12) with effect from
     January 1,  1999.  This  standard  changes  the  criteria  for  recognizing
     provisions for such costs as decommissioning, environmental liabilities and
     restructuring  charges.  It also requires  provisions for liabilities which
     may not be  settled  for a number  of years to be  discounted  to their net
     present  value.  The adoption of this standard has been treated as a change
     in  accounting  policy.  Comparative  figures have been restated to reflect
     this change in accounting policy.

     The principal effects of the adoption of FRS12 are as follows:

     (a) Provisions for environmental liabilities are determined on a discounted
         basis as the effect of the time value of money is material.  Previously
         these liabilities were on an undiscounted basis.

     (b) Provisions for  decommissioning are recognized in full, on a discounted
         basis,  at the  commencement  of oil and  natural gas  production.  The
         Group's   prior   practice   was  to  accrue  the   expected   cost  of
         decommissioning  oil  and  natural  gas  production   facilities  on  a
         unit-of-production  basis  over  the  life  of the  field.  FRS12  also
         requires the Group to capitalize an amount  equivalent to the provision
         as a tangible  fixed asset and to amortize this amount over the life of
         the field on a unit-of-production basis.

     (c) The  unwinding of the  discount,  which  represents a  period-by-period
         cost, is included within interest expense.

     The adjustments to total  replacement  cost operating profit for businesses
     and interest expense are as follows:


<TABLE>
<CAPTION>
                                                            Three months ended             Six months ended
                                                                  June 30                      June 30
                                                                (Unaudited)                  (Unaudited)
<S>                                                         <C>            <C>           <C>            <C>
                                                            1999           1998          1999           1998
                                                                               ($ million)
     Exploration and Production                                24             21            45             41
                                                          ---------      ---------     ---------      ---------
     Total replacement cost operating profit                   24             21            45             41
     Interest expense                                         (33)           (30)          (63)           (60)
                                                          ---------      ---------     ---------      ---------
     Decrease in profit for the period                         (9)            (9)          (18)           (19)
                                                          =========      =========     =========      =========
</TABLE>

     The  adjustments  to tangible  assets and provisions  for  liabilities  and
     charges at December 31, 1998 are as follows:

<TABLE>
<CAPTION>
     <S>                                                                                                <C>
                                                                                                   ($ million)
     Tangible assets                                                                                      415
     Other creditors                                                                                       62
     Other provisions                                                                                     349
                                                                                                      ---------
     Increase in BP Amoco shareholders' interest                                                          826
                                                                                                      =========
</TABLE>



<PAGE>


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


<TABLE>
<CAPTION>
                                                            Three months ended             Six months ended
                                                                  June 30                      June 30
                                                                (Unaudited)                  (Unaudited)
<S>                                                         <C>            <C>           <C>            <C>
                                                            1999           1998          1999           1998
                                                                               ($ million)
3.   Turnover

     By business
     Exploration and Production                             4,852          4,481         8,876          9,077
     Refining and Marketing                                13,988         12,180        24,155         24,681
     Chemicals                                              2,248          2,532         4,371          5,118
     Other businesses and corporate                            45             52            75            106
                                                          ---------      ---------     ---------      ---------
                                                           21,133         19,245        37,477         38,982
     Less:   Sales between businesses                       2,117          1,983         3,819          3,857
                                                          ---------      ---------     ---------      ---------
     Group excluding joint ventures                        19,016         17,262        33,658         35,125
     Sales of joint ventures                                3,923          3,707         7,265          7,360
                                                          ---------      ---------     ---------      ---------
                                                           22,939         20,969        40,923         42,485
                                                          =========      =========     =========      =========
     By geographical area
     UK                                                     6,397          5,242        11,192         11,464
     Rest of Europe                                         1,468          1,513         2,658          3,064
     USA                                                    9,043          8,746        15,673         17,134
     Rest of World                                          4,248          3,625         7,702          7,353
                                                          ---------      ---------     ---------      ---------
                                                           21,156         19,126        37,225         39,015
     Less:   Sales between areas                            2,140          1,864         3,567          3,890
                                                          ---------      ---------     ---------      ---------
     Group excluding joint ventures                        19,016         17,262        33,658         35,125
                                                          =========      =========     =========      =========
     Sales of joint ventures
     UK                                                       836            900         1,583          1,784
     Rest of Europe                                         3,528          3,436         6,517          6,748
     USA                                                       27              9            51             25
     Rest of World                                            193             63           286            139
                                                          ---------      ---------     ---------      ---------
                                                            4,584          4,408         8,437          8,696
     Less:   Sales between areas                              661            701         1,172          1,336
                                                          ---------      ---------     ---------      ---------
                                                            3,923          3,707         7,265          7,360
                                                          =========      =========     =========      =========
4.   Production taxes
     UK petroleum revenue tax                                  49              7            82             33
     Overseas production taxes                                166            142           275            306
                                                          ---------      ---------     ---------      ---------
                                                              215            149           357            339
                                                          =========      =========     =========      =========
5.   Exploration expense
     Exploration and Production
         UK                                                     7             36            20             51
         Rest of Europe                                        11             14            35             40
         USA                                                   30             54            50            109
         Rest of World                                         76            117           191            241
                                                          ---------      ---------     ---------      ---------
                                                              124            221           296            441
                                                          =========      =========     =========      =========
</TABLE>

6.   Replacement cost profit

     Replacement  cost  profits  reflect  the  current  cost  of  supplies.  The
     replacement  cost profit for the period is arrived at by excluding from the
     historical cost profit  inventory  holding gains and losses.  These are the
     difference  between  the  amount  that is  charged  to cost of  sales  on a
     first-in,  first-out  (FIFO)  basis of inventory  valuation  and the amount
     charged to cost of sales  based on the average  cost of  supplies  incurred
     during the period.  The former basis is used in arriving at the  historical
     cost result whereas the latter basis is used in arriving at the replacement
     cost result.  For further  discussion of replacement  cost operating profit
     see Item 8 of BP Amoco's Report on Form 6-K for the year ended December 31,
     1998, filed on July 7, 1999.



<PAGE>


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

<TABLE>
<CAPTION>
                                                            Three months ended             Six months ended
                                                                  June 30                      June 30
                                                                (Unaudited)                  (Unaudited)
<S>                                                         <C>            <C>           <C>            <C>
                                                            1999           1998          1999           1998
                                                                               ($ million)
7.   Total  replacement  cost  operating  profit  By
     business  Exploration  and
     Production
     UK                                                      461            464           784            990
     Rest of Europe                                          103            116           230            234
     USA                                                     427            343           623            829
     Rest of World                                           512            (87)          684              4
                                                          ---------      ---------     ---------      ---------
                                                           1,503            836         2,321          2,057
                                                          ---------      ---------     ---------      ---------
     Refining and Marketing
     UK                                                       67             67            45            145
     Rest of Europe                                           58            152           158            276
     USA                                                     332            477           445            641
     Rest of World                                           103            143           258            316
                                                          ---------      ---------     ---------      ---------
                                                             560            839           906          1,378
                                                          ---------      ---------     ---------      ---------
     Chemicals
     UK                                                      (26)            62            16            147
     Rest of Europe                                           21             69            82            142
     USA                                                     155            181           262            387
     Rest of World                                            48             11            44             (7)
                                                          ---------      ---------     ---------      ---------
                                                             198            323           404            669
                                                          ---------      ---------     ---------      ---------
     Other businesses and corporate                          (186)           (66)         (310)          (173)
                                                          ---------      ---------     ---------      ---------
                                                           2,075          1,932         3,321          3,931
                                                          =========      =========     =========      =========
     By geographical area
     UK                                                      397            558           744          1,223
     Rest of Europe                                          191            344           473            645
     USA                                                     823            942         1,111          1,698
     Rest of World                                           664             88           993            365
                                                          ---------      ---------     ---------      ---------
                                                           2,075          1,932         3,321          3,931
                                                          =========      =========     =========      =========
     Includes the following amounts for joint ventures
     and associated undertakings                             246            309           506            664
                                                          =========      =========     =========      =========

8.   Analysis of  exceptional  items  Profit (loss)
     on sale of fixed assets and businesses
     Exploration and Production                                8             15            (1)            79
     Refining and Marketing                                   59             (7)          103             (5)
     Chemicals                                               102              -           164              -
     Other businesses and corporate                           (7)             4            (7)             4
                                                          ---------      ---------     ---------      ---------
                                                             162             12           259             78
     Restructuring costs                                    (348)             -        (1,503)             -
                                                          ---------      ---------     ---------      ---------
     Total exceptional items before taxation                 (186)            12        (1,244)            78
                                                          =========      =========     =========      =========
     Includes the following amounts for joint ventures
     and associated undertakings                               8              -            47              -
                                                          =========      =========     =========      =========
</TABLE>



<PAGE>


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


8.   Analysis of exceptional items - continued

     During the three  months  ended June 30, 1999 and the six months ended June
     30,  1999,  BP Amoco  recognized  exceptional  charges  before  tax of $348
     million and $1,503 million  respectively for restructuring  costs following
     the merger of BP and Amoco at the end of 1998.  These costs related  mainly
     to  employee  severance.  Most of these  costs  relate  to the  Group's  US
     operations. Cash outlays in respect of these exceptional charges amounted
     to approximately $700 million in the six months ended June 30, 1999.
     Approximately 7,500 employees were notified of the termination of
     their  employment  in the  second  quarter  of 1999,  and 8,900  left.  The
     corresponding  first  quarter  numbers were 6,000 and 1,900.  Most of these
     were  exploration  and  production  staff,  mainly in Houston,  Texas,  and
     business  head  office  and  corporate  staff  in  Chicago,  Illinois,  and
     Cleveland, Ohio.


<TABLE>
<CAPTION>
                                                            Three months ended             Six months ended
                                                                  June 30                      June 30
                                                                (Unaudited)                  (Unaudited)
<S>                                                         <C>            <C>           <C>            <C>
                                                            1999           1998          1999           1998
                                                                               ($ million)
9.   Inventory holding gains (losses)
     Exploration and Production                                1              -           (10)           (16)
     Refining and Marketing                                  531            (90)          576           (732)
     Chemicals                                                40             (9)           13            (40)
                                                          ---------      ---------     ---------      ---------
                                                             572            (99)          579           (788)
                                                          =========      =========     =========      =========
     Includes the following amounts for joint ventures
     and associated undertakings                             129            (56)          186           (193)
                                                          =========      =========     =========      =========

10.  Interest expense
     Group interest payable                                  263            263           499            504
     Capitalized                                             (11)           (41)          (26)           (84)
                                                          ---------      ---------     ---------      ---------
                                                             252            222           473            420
     Joint ventures                                           15             20            31             33
     Associated undertakings                                  28             17            65             40
     Unwinding of discount on provisions (Note 2)             33             30            63             60
                                                          ---------      ---------     ---------      ---------
                                                             328            289           632            553
                                                          =========      =========     =========      =========

11.  Charge for taxation
     United Kingdom                                          100            146           188            289
     Overseas                                                373            407           341            717
                                                          ---------      ---------     ---------      ---------
                                                             473            553           529          1,006
                                                          =========      =========     =========      =========
     Includes the following amounts for joint ventures
     and associated undertakings                              26             20            50             71
                                                          =========      =========     =========      =========
</TABLE>


<PAGE>


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


<TABLE>
<CAPTION>
                                                             Three months ended             Six months ended
                                                                   June 30                      June 30
                                                                 (Unaudited)                  (Unaudited)
<S>                                                          <C>            <C>           <C>            <C>
                                                             1999           1998          1999           1998
                                                                                ($ million)
12.  Analysis of changes in net debt Opening balance
     Finance debt                                          14,510         13,932        13,755         12,877
     Less:   Cash                                             270            544           405            355
             Current asset investments                        305            512           470          1,067
                                                           ---------      ---------     ---------      ---------
     Opening net debt                                      13,935         12,876        12,880         11,455
                                                           ---------      ---------     ---------      ---------
     Closing balance
     Finance debt                                          15,850         14,779        15,850         14,779
     Less:   Cash                                             467            472           467            472
             Current asset investments                        304            847           304            847
                                                           ---------      ---------     ---------      ---------
     Closing net debt                                      15,079         13,460        15,079         13,460
                                                           ---------      ---------     ---------      ---------
     Increase in net debt                                  (1,144)          (584)       (2,199)        (2,005)
                                                           =========      =========     =========      =========

     Movement in cash/bank overdrafts                         238            (49)           75            136
     Increase (decrease) in current asset investments           -            332          (161)          (218)
     Net cash inflow from financing
     (excluding share capital)                             (1,373)          (840)       (2,101)        (1,921)
     Other movements                                           (7)           (11)           (7)            (9)
                                                           ---------      ---------     ---------      ---------
     Movements in net debt before exchange effects         (1,142)          (568)       (2,194)        (2,012)

     Exchange adjustments                                      (2)           (16)           (5)             7
                                                           ---------      ---------     ---------      ---------
     Increase in net debt                                  (1,144)          (584)       (2,199)        (2,005)
                                                           =========      =========     =========      =========
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                                          <C>
13.  Movement in BP Amoco shareholders' interest                                             $ million
                                                                                            (Unaudited)
     Balance at December 31, 1998                                                             41,786
     Prior year adjustment - change in accounting policy (Note 2)                                826
                                                                                             ---------
     As restated                                                                              42,612
     Profit for the period                                                                     1,459
     Distribution to shareholders                                                             (1,940)
     Currency translation differences                                                         (1,016)
     Share dividend plan                                                                         311
     Employee share schemes                                                                      166
                                                                                             --------
     Balance at June 30, 1999                                                                 41,592
                                                                                             ========
</TABLE>


<PAGE>


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

14. US generally accepted accounting principles

     The following is a summary of the  adjustments to profit for the period and
     to BP Amoco  shareholders'  interest  which would be required if  generally
     accepted  accounting  principles  in the  United  States (US GAAP) had been
     applied instead of those generally accepted in the United Kingdom;

<TABLE>
<CAPTION>
     Profit for the period                                      Three months ended             Six months ended
                                                                      June 30                      June 30
                                                                    (Unaudited)                  (Unaudited)
<S>                                                            <C>             <C>          <C>             <C>
                                                               1999            1998         1999            1998
                                                                                   ($ million)
     Profit as reported in the consolidated
     statement of income                                      1,635             992        1,459           1,632

     Adjustments:
     Depreciation charge                                          3             (11)          (7)            (30)
     Deferred taxation                                          (24)           (130)          14             (86)
     Interest expense                                            33              30           63              60
     Onerous property leases                                      -               -          156               -
     Decommissioning expense                                    (41)            (32)         (83)            (64)
     Severance                                                  (32)              -          (32)              -
     Other                                                        4              10            9               2
                                                              --------        --------     --------        --------
                                                                (57)           (133)         120            (118)
                                                              --------        --------     --------        --------
     Profit for the period as adjusted to accord
     with US GAAP                                             1,578             859        1,579           1,514
                                                              ========        ========     ========        ========

     Profit for the period as adjusted:
     Per Ordinary Share - cents
         Basic                                                   16               9           16              16
         Diluted                                                 16               9           16              16
                                                              ========        ========     ========        ========
     Per American Depositary Share - cents (a)
         Basic                                                   96              54           96              96
         Diluted                                                 96              54           96              96
                                                              ========        ========     ========        ========
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                   <C>                       <C>
     BP Amoco shareholders' interest                                June 30, 1999         December 31, 1998 (b)
                                                                      (Unaudited)
                                                                                 ($ million)
     BP Amoco shareholders' interest as reported
       in the consolidated balance sheet                               41,592                    42,612

     Adjustments:
       Fixed assets                                                     1,105                     1,112
       Deferred taxation                                               (5,729)                   (5,776)
       Ordinary shares held for future awards to employees               (442)                      (489)
       Sale and leaseback of Chicago office building                      (413)                     (413)
       Dividend announced                                                  970                      968
       Pension liability adjustment                                      (143)                     (143)
       Onerous property leases                                            156                         -
       Decommissioning and environmental provisions                      (369)                     (349)
       Severance costs                                                      -                        32
       Other                                                             (198)                     (220)
                                                                      ----------                ----------
                                                                        (5,063)                   (5,278)
                                                                      ----------                ----------
     BP Amoco shareholders' interest as adjusted
     to accord with US GAAP                                             36,529                    37,334
                                                                      ==========                ==========
</TABLE>

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

     (a)   One American Depositary Share is equivalent to six Ordinary Shares.
     (b)   As reported in Note 46 of Notes to Financial Statements for the year
           ended  December 31, 1998  included in BP Amoco's  Report on Form 6-K
           filed on July 7, 1999.


<PAGE>


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


14.      US generally accepted accounting principles - continued

         Cash flow

         The  consolidated  statement of cash flows presented in accordance with
         SFAS 95 is as follows:

<TABLE>
<CAPTION>
                                                              Three months ended                Six months ended
                                                                    June 30                         June 30
                                                                  (Unaudited)                     (Unaudited)
<S>                                                           <C>            <C>              <C>            <C>
                                                              1999           1998             1999           1998
                                                                                   ($ million)

         Operating activities
         Profit after taxation                               1,660          1,003            1,495          1,662
         Adjustments to reconcile profits after tax to net
         cash provided by operating activities
         Depreciation and amounts provided                   1,152          1,448            2,396          2,674
         Exploration expense                                    51            101              135            180
         Share of (profit) loss of joint ventures and
         associates less dividends received                    (55)            26             (154)           (80)
         (Profit) loss on sale of businesses and fixed        (148)           (12)            (206)           (78)
         assets
         Working capital movement (see analysis below)        (547)          (124)          (1,422)          (534)
         Other                                                  42           (146)             477             45
                                                            ---------      ---------        ---------      ---------
         Net cash provided by operating activities           2,155          2,296            2,721          3,869
                                                            ---------      ---------        ---------      ---------

         Investing activities
         Capital expenditures                               (1,582)        (2,173)          (2,866)        (4,398)
         Acquisitions, net of cash acquired                    (45)             -              (45)          (205)
         Investment in associated undertakings                 (51)           (81)            (139)          (220)
         Net investment in joint ventures                      (69)            18             (269)            28
         Proceeds from disposal of assets                      352            252              531            657
                                                            ---------      ---------        ---------      ---------
         Net cash used in investing activities              (1,395)        (1,984)          (2,788)        (4,138)
                                                            ---------      ---------        ---------      ---------

         Financing activities
         Proceeds from shares issued (repurchased)              65           (238)             166           (508)
         Proceeds from long-term financing                   1,616          1,221            1,666          1,561
         Repayments of long-term financing                    (558)          (681)          (1,351)          (880)
         Net increase (decrease) in short-term debt            315            300            1,786          1,240
         Dividends paid   -  BP Amoco                       (1,934)          (578)          (2,197)        (1,177)
                          -  Minority shareholders             (31)           (39)             (96)           (40)
                                                            ---------      ---------        ---------      ---------
         Net cash used in financing activities                (527)           (15)             (26)           196
                                                            ---------      ---------        ---------      ---------
         Currency translation differences relating to cash
         and cash equivalents                                  (40)           (22)             (15)           (19)
                                                            ---------      ---------        ---------      ---------
         (Decrease) increase in cash and cash equivalents      193            275             (108)           (92)
                                                            ---------      ---------        ---------      ---------
         Cash and cash equivalents at beginning of year        493            971              794          1,338
                                                            ---------      ---------        ---------      ---------
         Cash and cash equivalents at end of period            686          1,246              686          1,246
                                                            ---------      ---------        ---------      ---------

         Analysis of working capital movement
         Inventories                                          (603)             6             (604)           518
         Receivables                                          (837)           292           (1,520)         1,276
         Current liabilities (excluding finance debt)          893           (422)             702         (2,328)
                                                            ---------      ---------        ---------      ---------
         Total working capital                                (547)          (124)          (1,422)          (534)
                                                            =========      =========        =========      =========
</TABLE>



<PAGE>


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


14.      US generally accepted accounting principles - continued

         Earnings per share

         Basic  earnings per share  excludes  the  dilutive  effects of options,
         warrants  and  convertible  securities.   Diluted  earnings  per  share
         reflects the potential  dilution that could occur if options,  warrants
         or  convertible  securities  were  exercised or converted into ordinary
         shares that shared in the earnings of the Group. The dilutive effect of
         outstanding share options is as follows:

<TABLE>
<CAPTION>
                                                              Three months ended                Six months ended
                                                                    June 30                         June 30
                                                                  (Unaudited)                     (Unaudited)
<S>                                                           <C>            <C>              <C>            <C>
                                                              1999           1998             1999           1998
                                                                               (shares million)
         Weighted average number of ordinary shares          9,693          9,598            9,681          9,572
         Ordinary shares issuable under employee
         share schemes                                          54             41               56             42
                                                            ---------      ---------        ---------      ---------
                                                             9,747          9,639            9,737          9,614
                                                            =========      =========        =========      =========
</TABLE>


         Comprehensive income

         The  components  of  comprehensive  income,  net of related  tax are as
         follows:

<TABLE>
<CAPTION>
                                                              Three months ended                Six months ended
                                                                    June 30                         June 30
                                                                  (Unaudited)                     (Unaudited)
<S>                                                           <C>            <C>              <C>            <C>
                                                              1999           1998             1999           1998
                                                                                 ($ million)
         Profit for the period as adjusted to accord with
         US GAAP                                             1,578            859            1,579          1,514
         Currency translation differences                     (210)           (65)          (1,016)           (91)
         Pension liability                                       -              -                -              -
                                                            ---------      ---------        ---------      ---------
         Comprehensive income                                1,368            794              563          1,423
                                                            =========      =========        =========      =========
</TABLE>

         Accumulated  other  comprehensive  income at June 30, 1999 and December
         31, 1998 was $(1,612) million and $(596) million, respectively.


<PAGE>


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

14.      US generally accepted accounting principles - continued

         Accounting for associated undertakings and joint ventures

         Under  the   provisions  of  UK  Financial   Reporting   Standard  No.9
         `Associates  and Joint  Ventures'  (`FRS9'),  the Company  includes its
         share of the  results of  associated  undertakings  and joint  ventures
         (JVs) within various captions in the consolidated  statement of income.
         Under US GAAP,  the Company's  share of the after tax profit or loss of
         associated  undertakings  and joint  ventures  would be recognized as a
         single amount. The following summarizes the reclassifications necessary
         to accord with US GAAP.

<TABLE>
<CAPTION>
                                                                      Three months ended June 30, 1999
                                                                                 (Unaudited)
                                                            ------------------------------------------------------
<S>                                                              <C>         <C>                     <C>
                                                                        As                                US GAAP
                                                                  Reported    Reclassification       Presentation
                                                            ------------------------------------------------------
                                                                                   ($ million)
         Consolidated statement of income
         Other income                                                 164                 452                616
         Share of profits of JVs and associated undertakings          246                (246)                 -
         Exceptional items before taxation                           (186)                 (8)              (194)
         Inventory holding gains (losses)                             572                (129)               443
         Interest expense                                             328                 (43)               285
         Taxation                                                     473                 (26)               447
         Profit for the period                                      1,635                   -              1,635

                                                                       Six months ended June 30, 1999
                                                                                 (Unaudited)
                                                            ------------------------------------------------------
                                                                        As                                US GAAP
                                                                  Reported    Reclassification       Presentation
                                                            ------------------------------------------------------
                                                                                   ($ million)
         Consolidated statement of income
         Other income                                                 269                 885              1,154
         Share of profits of JVs and associated undertakings          506                (506)                 -
         Exceptional items before taxation                         (1,244)                (47)            (1,291)
         Inventory holding gains (losses)                             579                (186)               393
         Interest expense                                             632                 (96)               536
         Taxation                                                     529                 (50)               479
         Profit for the period                                      1,459                   -              1,459

                                                                      Three months ended June 30, 1998
                                                                                 (Unaudited)
                                                            ------------------------------------------------------
                                                                        As                                US GAAP
                                                                  Reported    Reclassification       Presentation
                                                            ------------------------------------------------------
                                                                                   ($ million)
         Consolidated statement of income
         Other income                                                 309                 310                619
         Share of profits of JVs and associated undertakings          309                (309)                 -
         Exceptional items before taxation                             12                   -                 12
         Inventory holding gains (losses)                             (99)                 56                (43)
         Interest expense                                             289                 (37)               252
         Taxation                                                     553                 (20)               533
         Profit for the period                                        992                   -                992

                                                                       Six months ended June 30, 1998
                                                                                 (Unaudited)
                                                            ------------------------------------------------------
                                                                        As                                US GAAP
                                                                  Reported    Reclassification       Presentation
                                                            ------------------------------------------------------
                                                                                   ($ million)
         Consolidated statement of income
         Other income                                                 476                 615              1,091
         Share of profits of JVs and associated undertakings          664                (664)                 -
         Exceptional items before taxation                             78                   -                 78
         Inventory holding gains (losses)                            (788)                193               (595)
         Interest expense                                             553                 (73)               480
         Taxation                                                   1,006                 (71)               935
         Profit for the period                                      1,632                   -              1,632

</TABLE>


<PAGE>


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


14.      US generally accepted accounting principles - concluded

         Impact of new accounting standards
         Start-up  costs:  Effective  January  1,  1999 the  Group  adopted  the
         American Institute of Certified Public Accountants' issued Statement of
         Position  No.  98-5,  `Reporting  on the Costs of Start-up  Activities'
         (`SOP 98-5').  This Statement  requires costs  associated with start-up
         activities and  organization  costs be expensed as incurred.  Under its
         previous practice, the Group generally expensed such costs as incurred.
         The  adoption  of SOP 98-5 had no  impact  on the  Group's  results  of
         operations and financial position as adjusted to accord with US GAAP.

         Derivative  instruments  and  hedging  activities:  In June  1998,  the
         Financial   Accounting  Standards  Board  (FASB)  issued  Statement  of
         Financial  Accounting  Standards No. 133,  `Accounting  for  Derivative
         Instruments and Hedging Activities' (`SFAS 133'). The effective date of
         this standard was delayed for one year, to accounting periods beginning
         after June 15, 2000,  by Statement  of Financial  Accounting  Standards
         No.137,  `Accounting for Derivative  Instruments and Hedging Activities
         Deferral of the Effective Date of FASB Statement No. 133 - an amendment
         of FASB Statement No.133',  issued in June 1999. SFAS 133 requires that
         all  derivative  instruments  be recorded on the balance sheet at their
         fair value.  Changes in the fair value of derivatives are recorded each
         period in current earnings or other comprehensive income,  depending on
         whether a derivative is designated as part of a hedge  transaction and,
         if it is,  the  type of  hedge  transaction.  The  Company  has not yet
         completed  its  evaluation  of the impact of  adopting  SFAS 133 on the
         Group's  results of operations  and  financial  position as adjusted to
         accord with US GAAP.



<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                         SUMMARIZED FINANCIAL INFORMATION


<TABLE>
<CAPTION>
                                                              Three months ended             Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
<S>                                                          <C>             <C>          <C>             <C>
                                                             1999            1998         1999            1998
BP America Inc.  (a)(b)                                                          ($ million)

Sales and other operating revenue                           3,815           3,201        6,116           6,346
Gross profit (c)                                              702             534          976             935
Profit for the period (e)                                     282             124          118              37
                                                            ========        ========     ========        ========
</TABLE>

<TABLE>
<CAPTION>

<S>                                                               <C>                   <C>
                                                                   June 30, 1999           December 31, 1998 (d)
                                                                    (Unaudited)
                                                                                ($ million)
Fixed and other assets                                                13,953                             13,783
Current assets                                                         3,679                              3,002
                                                                     ----------                         ---------
Total assets                                                          17,632                             16,785
                                                                     ==========                         =========
Current liabilities                                                    6,183                              5,172
Noncurrent liabilities                                                 5,482                              5,759
Shareholders' interest                                                 5,967                              5,854
                                                                     ----------                         ---------
Total liabilities and shareholders' interest                          17,632                             16,785
                                                                     ==========                         =========
</TABLE>

<TABLE>
<CAPTION>
                                                              Three months ended             Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
<S>                                                          <C>             <C>          <C>             <C>
                                                             1999            1998         1999            1998
The Standard Oil Company (a)(b)                                                  ($ million)

Sales and other operating revenue                           3,733           3,108        5,960           6,151
Gross profit (c)                                              667             479          912             814
Profit for the period (e) (f)                                 328             198          312             114
                                                            ========        ========     ========        ========
</TABLE>

<TABLE>
<CAPTION>

<S>                                                               <C>                      <C>
                                                                   June 30, 1999            December 31, 1998 (d)
                                                                    (Unaudited)
                                                                                ($ million)
Fixed and other assets                                                12,621                             12,387
Current assets                                                         5,348                              4,547
                                                                     ----------                         ---------
Total assets                                                          17,969                             16,934
                                                                     ==========                         =========
Current liabilities                                                    3,670                              2,772
Noncurrent liabilities                                                 5,392                              5,562
Shareholders' interest                                                 8,907                              8,600
                                                                     ----------                         ---------
Total liabilities and shareholders' interest                          17,969                             16,934
                                                                     ==========                         =========
</TABLE>



<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                   SUMMARIZED FINANCIAL INFORMATION - continued


<TABLE>
<CAPTION>
                                                              Three months ended             Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
<S>                                                          <C>             <C>          <C>             <C>
                                                             1999            1998         1999            1998
BP Pipelines (Alaska) Inc. (a)(b)                                                ($ million)

Sales and other operating revenue                             103             137          228             287
Gross profit (c)                                               50              60           95             133
Profit for the period (f)                                      32              31           57              54
                                                            ========        ========     ========        ========
</TABLE>

<TABLE>
<CAPTION>
<S>                                                               <C>                      <C>
                                                                   June 30, 1999            December 31, 1998 (d)
                                                                    (Unaudited)
                                                                                ($ million)
Fixed and other assets                                                 1,242                              1,362
Current assets                                                           869                                803
                                                                     ----------                         ---------
Total assets                                                           2,111                              2,165
                                                                     ==========                         =========
Current liabilities                                                      125                                152
Noncurrent liabilities                                                   995                                994
Shareholders' interest                                                   991                              1,019
                                                                     ----------                         ---------
Total liabilities and shareholders' interest                           2,111                              2,165
                                                                     ==========                         =========
</TABLE>

<TABLE>
<CAPTION>
                                                              Three months ended             Six months ended
                                                                    June 30                      June 30
                                                                  (Unaudited)                  (Unaudited)
<S>                                                          <C>             <C>          <C>             <C>
                                                             1999            1998         1999            1998
BP Exploration (Alaska) Inc. (a)(b)                                              ($ million)

Sales and other operating revenue                           2,066           1,515        3,031           3,121
Gross (loss) profit (c)                                       162               9          113              13
Profit/(loss) for the period (e)(f)                           100              41          (10)            (37)
                                                            ========        ========     ========        ========
</TABLE>

<TABLE>
<CAPTION>
<S>                                                               <C>                       <C>
                                                                   June 30, 1999             December 31, 1998 (d)
                                                                    (Unaudited)
                                                                                ($ million)
Fixed and other assets                                                 9,069                              9,267
Current assets                                                         2,713                              2,273
                                                                     ----------                         ---------
Total assets                                                          11,782                             11,540
                                                                     ==========                         =========
Current liabilities                                                      848                                628
Noncurrent liabilities                                                 1,593                              1,582
Shareholders' interest                                                 9,341                              9,330
                                                                     ----------                         ---------
Total liabilities and shareholders' interest                          11,782                             11,540
                                                                     ==========                         =========
</TABLE>



<PAGE>


                                         BP AMOCO p.l.c. AND SUBSIDIARIES
                                   SUMMARIZED FINANCIAL INFORMATION - concluded



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




(a)    BP America Inc. is a wholly-owned subsidiary of BP Amoco p.l.c.; The
       Standard Oil Company is a wholly-owned subsidiary of BP America Inc.;
       and BP Pipelines (Alaska) Inc. and BP Exploration (Alaska) Inc. are
       wholly-owned subsidiaries of The Standard Oil Company.

(b)    As a result of adopting FRS 12 (Note 2), profit for the three months
       ended June 30, 1999 for BP America Inc. and The Standard Oil Company
       was decreased by $7 million and the profit for the six months ended
       June 30, 1999 for BP America Inc. and The Standard Oil Company was
       decreased by $13 million.  In addition, the adoption of FRS 12 resulted
       in the restatement of certain prior year financial information as
       follows - (i) shareholders' interest at December 31, 1998 for
       BP America Inc., The Standard Oil Company, BP Pipelines (Alaska) Inc.
       and BP Exploration (Alaska) Inc. was increased by $827 million,
       $822 million, $281 million and $362 million, respectively; (ii) profit
       for the three months ended June 30, 1998 for BP America Inc., The
       Standard Oil Company and BP Exploration (Alaska) Inc. was decreased
       by $20 million, $20 million and $10 million respectively and (iii)
       profit for the six months ended June 30, 1998 for BP America Inc. and
       The Standard Oil Company was decreased by $26 million and the loss for
       the six months ended June 30, 1998 for BP Exploration (Alaska) Inc.
       was increased by $12 million.

(c)    Gross profit  equals sales and other  operating  revenue less  associated
       costs,  which  exclude  distribution  and  administration   expenses  and
       exploration expense.

(d)    As reported in the restated financial statements for the year ended
       December 31, 1998 included in BP Amoco's Report on Form 6-K filed on
       July 7, 1999.  The financial statements included in such Form 6-K have
       been restated to reflect the adoption of FRS 12, effective as of
       January 1, 1999, as discussed in Note (b).

(e)    Profit for three  months  ended June 30,  1999 for BP America  Inc.,  The
       Standard  Oil  Company  and  BP   Exploration   (Alaska)  Inc.   includes
       restructuring  costs (Note 8) of $56 million,  $55 million and $4 million
       respectively. Profit (loss) for the six months ended June 30, 1999 for BP
       America Inc., The Standard Oil Company and BP  Exploration  (Alaska) Inc.
       includes  restructuring  charges of $244  million,  $146  million and $35
       million respectively.

(f)    During 1998, certain tax liabilities provided in the financial statements
       of BP America Inc. were transferred to BP Pipelines  (Alaska) Inc. and BP
       Exploration (Alaska) Inc. As a result of this transfer, profit (loss) for
       the six months  ended June 30,  1998 for The  Standard  Oil  Company,  BP
       Pipelines  (Alaska) Inc. and BP Exploration  (Alaska) Inc. includes a tax
       charge of $49 million, $21 million and $28 million respectively.



<PAGE>






                                            SIGNATURES





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




                                                      BP AMOCO p.l.c.
                                                       (Registrant)







Dated    August 13, 1999                      By  /S/ G.E. YOUNG
                                              ....................
                                              G.E. YOUNG
                                              Assistant Secretary




<PAGE>

                                                                    Exhibit 1


                                   BP AMOCO p.l.c. AND SUBSIDIARIES
                           COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                                (Unaudited)


<TABLE>
<CAPTION>

                                                                                               Six months ended
                                                                                                 June 30, 1999
                                                                                          ($ million, except ratios)

<S>                                                                                                  <C>
Profit before taxation                                                                               2,024

Group's share of income in excess of
   dividends of joint ventures and associated undertakings                                             (58)

Capitalized interest                                                                                   (26)

                                                                                                   ---------
Profit as adjusted                                                                                   1,940
                                                                                                   ---------

Fixed charges:

   Interest net of interest  expense of joint ventures and associated  undertakings and unwinding
   of discount                                                                                         473
   Rental expense representative of interest                                                           168
   Capitalized interest                                                                                 26
                                                                                                   ---------
                                                                                                       667
                                                                                                   ---------

Total adjusted earnings available for payment of fixed charges                                       2,607
                                                                                                   =========

Ratio of earnings to fixed charges                                                                    3.91
                                                                                                   =========

Total adjusted earnings available for payment of fixed charges, after taking
account of adjustments to profit before taxation to accord with US GAAP (a)                          2,713
                                                                                                   =========

Ratio of earnings to fixed charges with adjustments to accord with US GAAP                            4.07
                                                                                                   =========
</TABLE>

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

(a)    See Note 14 of Notes to Consolidated Financial Statements.


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