EIN 36-1812780
      Plan No. 052

BP DIRECTSAVE PLAN

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STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003
thousands of dollars

The accompanying notes are an integral part of these statements.

BP DIRECTSAVE PLAN
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NOTES TO FINANCIAL STATEMENTS

1.         DESCRIPTION OF THE PLAN

The following description of the BP DirectSave Plan (the "Plan") provides only general information.  Participants should refer to the Plan document for more complete information. 

The Plan, established on April 1, 1988, is a defined contribution plan which is subject to and complies with the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").  Employees of BP America Inc. (the "Company") and its subsidiaries who are hourly employees at Company-operated retail locations, plane fueling or tank farm operations are eligible to participate in the Plan.  The Company is a wholly owned subsidiary of BP p.l.c. ("BP").  The Company reserves the right to amend or terminate the Plan at any time.

The purpose of the Plan is to encourage eligible employees to regularly save part of their earnings and to assist them in accumulating additional security for their retirement.  The Plan provides that both participant contributions and Company matching contributions be held in a trust by an independent trustee for the benefit of participating employees.  Plan assets are held in the BP Master Trust for Employee Savings Plans (the "Master Trust").  The trustee of the Master Trust is State Street Bank and Trust Company.

Fidelity Investments Institutional Services Company, Inc. is the Plan's recordkeeper.  BP Corporation North America Inc. (a wholly owned subsidiary of the Company) is the Plan sponsor and its Senior Vice President, Human Resources is the Plan administrator. 

Under the Plan, participating employees may contribute up to 100% of their qualified pay on a pre-tax and/or after-tax basis, subject to Internal Revenue Service ("IRS") limits.  Participants who attain age 50 before the end of the applicable year are eligible to make additional elective deferrals (catch-up contributions), subject to IRS limits. Participants may elect to invest in numerous investment fund options offered under the Plan.  Participants may change the percentage they contribute and the investment direction of their contributions at any time throughout the year. Participants are permitted to rollover amounts representing distributions from other qualified plans .

Prior to 2003, the Plan did not provide for a Company match of employee contributions.  For certain employees, effective January 1, 2003, a specified percentage of the employee contribution, up to a maximum of $400, is matched by the Company in the form of cash.  The Company's match is initially invested in the BP Stock Fund. Participants may elect to sell any portion of their investment fund(s) and reinvest the proceeds in one or more of the other available investment alternatives. Except where the fund provider or the Plan have restrictions responsive to frequent trading or market timing concerns, there are no restrictions on the number of transactions a participant may authorize during the year. The Plan does not provide for loans to participants. 

The benefit to which a participant is entitled is the benefit which can be provided by the participant's vested account balance.  Participants are immediately vested in their contributed accounts. Vesting in Company matching contribution accounts is dependent upon specific criteria as described in the Plan document.  

BP DIRECTSAVE PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)

1.         DESCRIPTION OF THE PLAN (continued)

Forfeitures of Company contributions by participants who withdrew from the Plan before vesting amounted to $3,479 during the year ended December 31, 2003.  The Plan uses forfeitures to pay certain administrative expenses and to reduce future Company contributions. 

All reasonable and necessary Plan administrative expenses are paid out of the Master Trust or paid by the Company.  Generally, fees and expenses related to investment management of each investment option are paid out of the respective funds.  As a result, the returns on those investments are net of the fees and expenses of the managers of those investment options and certain other brokerage commissions, fees and expenses incurred in connection with those investment options.

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting.   The financial statements of the Plan are prepared under the accrual method of accounting in accordance with U.S. generally accepted accounting principles. 

Estimates.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires estimates and assumptions that affect certain reported amounts.  Actual results may differ in some cases from the estimates.

Investment Valuation.  All investments of the Master Trust, except as noted below, are stated at fair value generally as determined by quoted closing market prices, if available.  Investments in guaranteed investment contracts and synthetic guaranteed investment contracts, which are fully benefit responsive, are valued at contract value which approximates fair value.  Money market investments  are valued at cost which approximates fair value.  Other investments for which no quoted market prices are available are valued at fair value as determined by the trustee based on the advice of its investment consultants.

Reclassification.  Certain amounts in the 2002 financial statements have been reclassified to conform to the 2003 presentation. 

3.       INCOME TAX STATUS

The Plan has received a determination letter from the IRS dated October 8, 2003, with respect to its qualified status under Section 401(a) of the Internal Revenue Code ("IRC") and, therefore, the related trust is exempt from taxation.  Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification.  The Plan has been amended since receiving the determination letter.  However, the Plan administrator and the Company's tax counsel believe the Plan continues to meet the applicable tax qualification requirements of the IRC.  The Plan sponsor reserves the right to make any amendments necessary to maintain the qualification of the Plan and trust. 

BP DIRECTSAVE PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)

4.         RISKS AND UNCERTAINTIES

Investment securities held in the Master Trust are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.

5.         MASTER TRUST

All investment assets of the Plan are held in the Master Trust with the assets of other BP sponsored savings plans.

The beneficial interest of the plans in the Master Trust is adjusted daily to reflect the effect of income collected and accrued, realized and unrealized gains and losses, contributions and withdrawals, and all other transactions.  The Master Trust constitutes a single investment account as defined in the master trust reporting and disclosure rules and regulations of the Department of Labor. 

The Master Trust holds guaranteed investment contracts and synthetic guaranteed investment contracts in order to achieve certain fixed income objectives and to manage interest rate risk.  The crediting interest rates on the contracts ranged from 3.7% to 7.6% at December 31, 2003 (4.9% to 7.6% at December 31, 2002).  The average yield earned on the contracts during the year ended December 31, 2003 was 4.7%.  The crediting interest rates on synthetic guaranteed investment contracts are generally reset quarterly by the issuer, but can not be less than 0%. The contract values of synthetic guaranteed investment contracts are net of ($12 million) at December 31, 2003 and 2002 representing the fair value of the related wrapper contracts. The Master Trust's interest in the contracts represents the maximum potential credit loss from concentrations of credit risk associated with its investment.

Certain Master Trust investments include American Depositary Shares of BP p.l.c. ("BP ADSs"). Transactions in BP ADSs qualify as party-in-interest transactions under the provisions of ERISA. During 2003, the Master Trust made purchases of BP ADSs of $533 million and sales of $846 million.

BP DIRECTSAVE PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)

5.         MASTER TRUST (continued)

As of December 31, 2003 and 2002, the Plan's percentage interest in the Master Trust was 0.03% and 0.03%, respectively.  The net assets of the Master Trust as of December 31, 2003 and December 31, 2002, and changes in net assets of the Master Trust for the year ended December 31, 2003 are as follows:

NET ASSETS
thousands of dollars

BP DIRECTSAVE PLAN
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NOTES TO FINANCIAL STATEMENTS (continued)

5.         MASTER TRUST (continued)

CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2003

thousands of dollars

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                     BP DIRECTSAVE PLAN

                                                     By Plan Administrator

Date:  June 25, 2004                        /s/ Simon Drysdale                                
                                                     Simon Drysdale
                                                     Senior Vice President, Human Resources
                                                     BP Corporation North America Inc.

BP DIRECTSAVE PLAN
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EXHIBITS

                        Exhibit No.                             Description

                   23                                   Consent of Independent Registered
                                                          Public Accounting Firm