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


                              dated January 9, 2003


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


                 1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, 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
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  F-3  (FILE  NO.
333-9790) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON
FORM F-3 (FILE NO.  333-65996)  OF BP p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE
REGISTRATION  STATEMENT ON FORM F-3 (FILE NO. 333-83180) OF BP AUSTRALIA CAPITAL
MARKETS  LIMITED,  BP CANADA FINANCE  COMPANY,  BP CAPITAL  MARKETS  p.l.c.,  BP
CAPITAL  MARKETS  AMERICA INC.  AND BP p.l.c.,  THE  PROSPECTUS  INCLUDED IN THE
REGISTRATION  STATEMENT  ON FORM S-8  (FILE  NO.  33-21868)  OF BP  p.l.c.,  THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  S-8  (FILE  NO.
333-9020) OF BP p.l.c., THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON
FORM S-8 (FILE NO.  333-9798)  OF BP  p.l.c.,  THE  PROSPECTUS  INCLUDED  IN THE
REGISTRATION  STATEMENT  ON FORM S-8  (FILE NO.  333-79399)  OF BP  p.l.c.,  THE
PROSPECTUS  INCLUDED  IN THE  REGISTRATION  STATEMENT  ON  FORM  S-8  (FILE  NO.
333-34968) OF BP p.l.c., THE PROSPECTUS  INCLUDED IN THE REGISTRATION  STATEMENT
ON FORM S-8 (FILE NO.  333-67206) OF BP p.l.c.,  AND THE PROSPECTUS  INCLUDED IN
THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-74414) OF BP 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.



                           BP ANNOUNCES BOARD CHANGES

     The board of BP p.l.c.  today announced that Rodney Chase,  59, will retire
from the company on April 23, 2003. He will  relinquish his role as deputy chief
executive  with  immediate  effect but until his  retirement  will remain on the
board as senior advisor to the group chief executive, Lord Browne.

     Paying  tribute to Mr.  Chase,  Lord Browne  said:  "Over the course of his
38-year career Rodney has made an outstanding  contribution to BP. He has played
a  critical  part in all the  major  developments  of  recent  years  that  have
transformed the company into one of the world's leading energy businesses."

     Richard Olver,  56, succeeds Mr. Chase as deputy chief  executive.  He will
hold  accountability  for health,  safety and the  environment,  human resources
management,  marketing,  technology and digital business.  He will have regional
responsibility  for Europe (including  Russia),  the Middle East, Africa and the
Americas.

     Dr. Tony Hayward,  45, succeeds Mr. Olver as chief executive of Exploration
and Production.

     The board also announced that it intends to appoint Dr.  Hayward,  Mr. John
Manzoni,  43, chief  executive of Refining and  Marketing,  and Dr. David Allen,
group  chief of staff,  to the board as  managing  directors  of the group  with
effect from February 1, 2003. Dr. Allen,  48, will be accountable  for economics
and planning, corporate communications and senior management education.


Anthony Hayward

     Tony Hayward, 45, graduated from the University of Edinburgh with a Ph.D in
geology in 1982.

     He joined BP p.l.c in the same year and following a series of technical and
commercial  roles in BP  Exploration  in  London,  Aberdeen,  France,  China and
Glasgow,  he moved to Colombia  as  exploration  manager,  and in 1995 he became
president of the BP group in Venezuela.

     In 1997 he returned to London as a director of BP Exploration.  He became a
group vice  president and a member of the upstream  executive  committee in 1999
and was appointed  group treasurer in 2000 and executive vice president in 2002.
He became chief  operating  officer for  Exploration  and Production in November
2002.

     He is a non-executive director of Corus.

     He speaks  Spanish and French.  He is married to Maureen with two children,
Kieran and Tara. He enjoys sailing, skiing, other sports and photography.


John Manzoni

     John Manzoni,  43, graduated from Imperial College,  London in 1983 with an
honours degree in civil engineering and a masters in petroleum  engineering.  In
1994,  he was a Sloan  fellow at Stanford  University  where he earned a masters
degree in business management.

     He joined BP in 1983 and spent the early part of his career  working in the
North Sea. In 1990, he became executive  assistant to John Browne after which he
became head of investor  relations.  He also managed BP's  operations at Prudhoe
Bay in Alaska.  More recently he was the executive from BP  responsible  for the
merger  integration  process  between BP and Amoco,  and then became  downstream
group vice president in charge of European marketing,  in addition to downstream
planning and performance globally.

     In 2000, he was appointed BP regional  president for the eastern US and, in
2001, an executive  vice  president and the chief  executive for Gas,  Power and
Renewables. He became chief executive of Refining and Marketing in 2002.

     John is a member of the advisory board of the Stanford  Graduate  School of
Business.

     He is married to Nikki with two young children, Annabel and Olivia.

David Allen

     David Allen, 48, holds a doctorate in chemistry from Oxford University.  He
joined  BP Gas  International  in 1978,  handling  Middle  East and Far East gas
trading  before  moving to BP's  corporate  offices in New York.  He returned to
London in the mid-1980s, taking up management roles in BP Exploration.

     In 1986 he moved to BP's corporate planning department,  following which he
was appointed to lead BP's international crude oil trading  activities.  In 1990
he became general manager, European gas and, subsequently,  planning manager, BP
Exploration.  In 1994 he was  appointed  a  general  manager  in BP  Exploration
Europe.

     In  1995,  he  became  general  manager,  commercial,  BP  Exploration  and
subsequently  took over the role of director of  planning  for the BP group.  In
1997 he joined the executive committee of BP Exploration as a director.

     Following  the merger of BP and Amoco in January  1999 he became group vice
president,  planning,  of the  newly-formed  BP Amoco p.l.c.  and was  appointed
executive vice president and group chief of staff in 2000.

     He is married to Gaye with three children, Nicholas, Sophie and Edward.




                                   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 p.l.c.
                                  (Registrant)





Dated:   January 9, 2003
                                                   /s/ D.J. PEARL
                                                   D. J.PEARL
                                                   Deputy Company Secretary