SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 ---------------

                                    FORM 10-Q/A

[X]  AMENDMENT NO. 1 TO QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________________

                         Commission file number 1-10243


                          BP PRUDHOE BAY ROYALTY TRUST
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                Delaware                                   13-6943724
---------------------------------------------           ----------------
(State or Other Jurisdiction of Incorporation           (I.R.S. Employer
           or Organization)                            Identification No.)

The Bank of New York, 101 Barclay Street, New York, NY         10286
------------------------------------------------------        -------
       (Address of Principal Executive Offices)              (Zip Code)

Registrant's Telephone Number, Including Area Code: (212) 815-6908

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X]

     As  of  April  3,  2003,  21,400,000  Units  of  Beneficial  Interest  were
outstanding.

     This  Amendment  is being filed to correct  information  in the 'Results of
Operations'  portion of Item 2 (Trustee's  Discussion  and Analysis of Financial
Condition  and  Results of  Operations)  of the  original  filing.  The  Company
currently  projects that average daily production from the Prudhoe Bay Unit will
exceed 90,000 barrels until the year 2016.

                          BP PRUDHOE BAY ROYALTY TRUST

                Statement of Assets, Liabilities and Trust Corpus
        (Prepared on a Modified Basis of Cash Receipts and Disbursements)
                                 (in thousands)




                                                          March 31,
                                                            2003           December 31,
                                                        (Unaudited)            2002
                                                        -----------            ----


                                                                     
        ASSETS

Royalty Interest, net (notes 1, 2 and 3)                $  15,566          $  16,068
Cash and equivalents (note 2)                                 686              1,025
                                                        ---------          ---------

Total assets                                            $  16,252          $  17,093
                                                        =========          =========


        LIABILITIES AND TRUST CORPUS

Accrued expenses                                        $     344          $     595


Trust Corpus (40,000,000 units of beneficial
  interest authorized, 21,400,000 units issued
  and outstanding)                                         15,908             16,498
                                                        ---------          ---------


Total liabilities and Trust Corpus                      $  16,252          $  17,093
                                                        =========          =========




See accompanying notes to financial statements.



                          BP PRUDHOE BAY ROYALTY TRUST

                  Statements of Cash Earnings and Distribution
        (Prepared on a Modified Basis of Cash Receipts and Disbursements)

                        (In thousands, except unit data)

                                   (Unaudited)




                                                           Three Months Ended
                                                                March 31,
                                                          -------------------
                                                          2003           2002
                                                          ----           ----
                                                               
Royalty revenues                                      $    12,538    $     4,841
Interest income                                                 4              7

Less: Trust administrative expense                           (469)          (216)
                                                      -----------    -----------

Cash earnings                                         $    12,073    $     4,632
                                                      ===========    ===========

Cash distributions                                    $    12,412    $     4,621
                                                      ===========    ===========

Cash distributions per unit                           $    0.5800    $    0.2159
                                                      ===========    ===========

Units outstanding                                      21,400,000     21,400,000
                                                      ===========    ===========





See accompanying notes to financial statements.



                                       2

                          BP PRUDHOE BAY ROYALTY TRUST

                      Statements of Changes in Trust Corpus
        (Prepared on a Modified Basis of Cash Receipts and Disbursements)

                                 (In thousands)

                                   (Unaudited)




                                                           Three Months Ended
                                                                March 31,
                                                         ---------------------
                                                         2003             2002
                                                         ----             ----

                                                                 
Trust Corpus at beginning of period                   $  16,498        $  18,564
Cash earnings                                            12,073            4,632
Decrease (increase) in accrued expenses                     251              (82)
Cash distributions                                      (12,412)          (4,621)
Amortization of Royalty Interest                           (502)            (502)
                                                      ---------        ---------

Trust Corpus at end of period                         $  15 908        $  17,991
                                                      =========        =========




See accompanying notes to financial statements.



                                       3

                          BP PRUDHOE BAY ROYALTY TRUST

                          Notes to Financial Statements
        (Prepared on a Modified Basis of Cash Receipts and Disbursements)
                March 31, 2003 (Unaudited) and December 31, 2002

1.   FORMATION OF THE TRUST AND ORGANIZATION

BP Prudhoe Bay Royalty Trust (the "Trust"),  a grantor  trust,  was created as a
Delaware  business trust pursuant to a Trust  Agreement  dated February 28, 1989
among the Standard Oil Company  ("Standard  Oil"), BP Exploration  (Alaska) Inc.
(the  "Company"),  The Bank of New York (The "Trustee") and The Bank of New York
(Delaware),   as   co-trustee.   Standard  Oil  and  the  Company  are  indirect
wholly-owned subsidiaries of BP p.l.c. ("BP").

Effective  January  1, 2000,  the  Company  and all other  Prudhoe  Bay  working
interest  owners  cross-assigned  interests in the Prudhoe Bay Field pursuant to
the Prudhoe Bay Unit  Alignment  Agreement.  The  Company  retained  all rights,
obligations,  and liabilities associated with the Trust. This transaction is not
expected to have a material effect on the Trust's operation.

On February 28, 1989,  Standard Oil conveyed an overriding royalty interest (the
"Royalty  Interest") to the Trust.  The Trust was formed for the sole purpose of
owning and administering the Royalty Interest.  The Royalty Interest  represents
the right to receive,  effective  February 28,  1989, a per barrel  royalty (the
"Per Barrel  Royalty") of 16.4246% on the lesser of (a) the first 90,000 barrels
of the average  actual daily net production of oil and condensate per quarter or
(b) the average  actual daily net  production of oil and  condensate per quarter
from the Company's working interest in the Prudhoe Bay Field (the "Field") as of
February 28, 1989, located on the North Slope of Alaska. Trust Unit holders will
remain subject at all times to the risk that  production  will be interrupted or
discontinued  or fall, on average,  below 90,000 barrels per day in any quarter.
BP has guaranteed the performance of the Company of its payment obligations with
respect to the Royalty Interest.

The  trustees  of the  Trust  are  The  Bank of New  York,  a New  York  banking
corporation,   and  The  Bank  of  New  York  (Delaware),   a  Delaware  banking
corporation.  The Bank of New York  (Delaware)  serves as co-trustee in order to
satisfy  certain  requirements  of the Delaware  Trust Act. The Bank of New York
alone is able to  exercise  the rights and powers  granted to the Trustee in the
Trust Agreement.

The Per Barrel Royalty in effect for any day is equal to the price of West Texas
Intermediate crude oil (the "WTI Price") for that day less scheduled  Chargeable
Costs  (adjusted for inflation) and Production  Taxes (based on statutory  rates
then in  existence).  For years  subsequent  to 2006,  Chargeable  Costs will be
reduced up to a maximum  amount of $1.20 per barrel in each year if additions to
the Field's proved reserves do not meet certain specific levels.


                                       4

                          BP PRUDHOE BAY ROYALTY TRUST

                          Notes to Financial Statements
        (Prepared on a Modified Basis of Cash Receipts and Disbursements)
                March 31, 2003 (Unaudited) and December 31, 2002

1.   FORMATION OF THE TRUST AND ORGANIZATION (CONT'D)

The Trust is passive,  with the Trustee having only such powers as are necessary
for  the  collection  and  distribution  of  revenues,   the  payment  of  Trust
liabilities, and the protection of the Royalty Interest. The Trustee, subject to
certain conditions,  is obligated to establish cash reserves and borrow funds to
pay  liabilities  of the Trust when they become due.  The Trustee may sell Trust
properties only (a) as authorized by a vote of the Trust Unit Holders,  (b) when
necessary to provide for the payment of specific  liabilities  of the Trust then
due (subject to certain  conditions) or (c) upon termination of the Trust.  Each
Trust  Unit  issued  and  outstanding  represents  an equal  undivided  share of
beneficial interest in the Trust. Royalty payments are received by the Trust and
distributed  to  Trust  Unit  holders,  net of  Trust  expenses,  in  the  month
succeeding the end of each calendar  quarter.  The Trust will terminate upon the
first to occur of the following events:

a.   On or prior to December 31, 2010:  upon a vote of Trust Unit holders of not
     less than 70% of the outstanding Trust Units.

b.   After  December 31, 2010: (i) upon a vote of Trust Unit holders of not less
     than  60% of the  outstanding  Trust  Units,  or (ii) at such  time the net
     revenues  from the Royalty  Interest for two  successive  years  commencing
     after  2010 are less than  $1,000,000  per year  (unless  the net  revenues
     during  such  period  are  materially  and  adversely  affected  by certain
     events).

In order to ensure the Trust has the ability to pay future  expenses,  the Trust
established a cash reserve  account which the Trustee  believes is sufficient to
pay  approximately  one year's current and expected  liabilities and expenses of
the Trust.

2.   BASIS OF ACCOUNTING

The financial  statements of the Trust are prepared on a modified cash basis and
reflect the Trust's assets, liabilities, Corpus, earnings, and distributions, as
follows:

a.   Revenues are recorded when received (generally within 15 days of the end of
     the preceding quarter) and distributions to Trust Unit holders are recorded
     when paid.

b.   Trust expenses (which include  accounting,  engineering,  legal,  and other
     professional fees, trustees' fees, and out-of-pocket expenses) are recorded
     on an accrual basis.

c.   Amortization  of the  Royalty  Interest  is  calculated  using the units of
     production  method.  Such  amortization  is charged  directly  to the Trust
     Corpus, and does not affect cash earnings.  The daily rate for amortization
     per net equivalent barrel of oil for the three months ended, March 31, 2003
     and 2002 was $.37. The Trust evaluates  impairment of the Royalty  Interest
     by comparing the  undiscounted  cash flows expected to be realized from the
     Royalty Interest to the carrying value,  pursuant to Statement of Financial
     Accounting  Standards No. 144 "Accounting for the Impairment or Disposal of
     Long-Lived  Assets" ("SFAS 144"). If the expected future  undiscounted cash
     flows are less than the carrying value,  the Trust recognizes an impairment
     loss for the  difference  between the carrying value and the estimated fair
     value of the Royalty Interest.



                                       5

                          BP PRUDHOE BAY ROYALTY TRUST

                          Notes to Financial Statements
        (Prepared on a Modified Basis of Cash Receipts and Disbursements)
                March 31, 2003 (Unaudited) and December 31, 2002


2.   BASIS OF ACCOUNTING (CONT'D)

While these statements differ from financial  statements  prepared in accordance
with  generally  accepted  accounting  principles,  the cash basis of  reporting
revenues and  distributions  is  considered  to be the most  meaningful  because
quarterly  distributions to the Unit holders are based on net cash receipts. The
accompanying  modified cash basis financial  statements  contain all adjustments
necessary  to present  fairly the assets,  liabilities  and Trust  corpus of the
Trust as of March 31, 2003 and December 31, 2002, and the modified cash earnings
and distributions and changes in Trust corpus for the three month periods ended,
March 31, 2003 and 2002. The  adjustments are of a normal  recurring  nature and
are, in the opinion of  management,  necessary to fairly  present the results of
operations.

As of March 31, 2003 and December 31, 2002, cash equivalents which represent the
cash  reserve  consist of US  treasury  bills with an initial  term of less than
three months.

Estimates and assumptions are required to be made regarding assets,  liabilities
and changes in Trust Corpus resulting from operations when financial  statements
are prepared.  Changes in the economic  environment,  financial  markets and any
other parameters used in determining  these estimates could cause actual results
to differ.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and related notes in the Trust's 2002 Annual Report on Form 10-K. The
cash  earnings  and  distributions  for the  interim  period  presented  are not
necessarily indicative of the results to be expected for the full year.

3.   ROYALTY INTEREST

The  Royalty  Interest  is  comprised  of the  following  at March 31,  2003 and
December 31, 2002 (in thousands):




                                                  March 31,         December 31,
                                                    2003                2002
                                                    ----                ----

                                                             
Royalty Interest                                $   535,000        $   535,000
Less: Accumulated amortization                     (345,916)          (345,414)
      Impairment write-down                        (173,518)          (173,518)
                                                -----------        -----------
                                                $    15,566        $    16,068
                                                ===========        ===========





                                       6


                          BP PRUDHOE BAY ROYALTY TRUST

                          Notes to Financial Statements
        (Prepared on a Modified Basis of Cash Receipts and Disbursements)
                March 31, 2003 (Unaudited) and December 31, 2002

4.   INCOME TAXES

The Trust  files its  federal  tax  return as a  grantor  trust  subject  to the
provisions of subpart E of Part I of  Subchapter J of the Internal  Revenue Code
of 1986, as amended, rather than as an association taxable as a corporation. The
Unit  holders  are  treated as the owners of Trust  income and  Corpus,  and the
entire  taxable  income of the Trust is  reportable by the Unit holders on their
respective tax returns.

If the Trust were determined to be an association  taxable as a corporation,  it
would be treated as an entity  taxable as a  corporation  on the taxable  income
from  the  Royalty  Interest,  the  Trust  Unit  holders  would  be  treated  as
shareholders, and distributions to Trust Unit holders would not be deductible in
computing the Trust's tax liability as an association.





                                       7


ITEM 2. TRUSTEE'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS.

Cautionary Statement
--------------------

The Trustee,  its officers or its agents on behalf of the Trustee may, from time
to time, make  forward-looking  statements  (other than statements of historical
fact).  When  used  herein,  the  words  "anticipates,"  "expects,"  "believes,"
"intends"  or  "projects"  and  similar  expressions  are  intended  to identify
forward-looking  statements.  To the extent that any forward-looking  statements
are made,  the Trustee is unable to predict  future  changes in oil prices,  oil
production levels,  economic activity,  legislation and regulation,  and certain
changes in expenses of the Trust.  In addition,  the Trust's  future  results of
operations  and other  forward  looking  statements  contained  in this item and
elsewhere  in this  report  involve a number of risks  and  uncertainties.  As a
result of variations in such factors,  actual results may differ materially from
any forward looking  statements.  Some of these factors are described below. The
Trustee  disclaims any obligation to update forward  looking  statements and all
such  forward-looking  statements in this  document are  expressly  qualified in
their entirety by the cautionary statements in this paragraph.

Liquidity and Capital Resources
-------------------------------

The Trust is a passive  entity,  and the  Trustee's  activities  are  limited to
collecting and  distributing  the revenues from the Royalty  Interest and paying
liabilities  and  expenses of the Trust.  Generally,  the Trust has no source of
liquidity and no capital  resources  other than the revenue  attributable to the
Royalty  Interest that it receives from time to time. See the  discussion  under
"THE ROYALTY  INTEREST" for a description  of the  calculation of the Per Barrel
Royalty, and the discussion under "THE PRUDHOE BAY UNIT - Reserve Estimates" and
"INDEPENDENT OIL AND GAS  CONSULTANTS'  REPORT" in Part I, Item 1 of the Trust's
Annual  Report on Form 10-K for the fiscal  year ended  December  31,  2003 (the
"Annual Report") for information concerning the estimated future net revenues of
the Trust. However, the Trustee does have a limited power to borrow, establish a
cash  reserve,  or dispose  of all or part of the Trust  Estate,  under  limited
circumstances  pursuant to the terms of the Trust Agreement.  See the discussion
under "THE TRUST" in Part I, Item 1 of the Annual Report.

The  Trustee  initially  established  a cash  reserve of  $1,000,000  to provide
liquidity  to the Trust  during any  future  periods in which the Trust does not
receive  a  distribution.  This  amount  is equal to  approximately  one  year's
expected  liabilities and expenses of the Trust.  Amounts set aside for the cash
reserve are invested in U.S. government or agency securities secured by the full
faith and credit of the United States. The Trustee will draw funds from the cash
reserve account during any quarter in which the quarterly  distribution received
by the Trust does not exceed the liabilities and expenses of the Trust, and will
replenish the reserve from future quarterly  distributions,  if any. The Trustee
anticipates that it will keep the cash reserve in place until termination of the
Trust.

The amount of the cash  reserve as of March 31,  2003 was  $686,000,  due to the
reimbursement  to the  Company  by the Trust of amounts  paid by the  Company on
behalf of the  Trust in  connection  with the New York  Stock  Exchange  listing
expenses over a period of several  years.  The cash reserve will be  replenished
from  royalty  amounts  until  it is  once  again  1,000,000,000.  $100,000  was
replenished to the cash reserve from royalty amounts.

As discussed  under CERTAIN TAX  CONSIDERATIONS  in the Annual  Report,  amounts
received by the Trust as  quarterly  distributions  are income to the holders of
the Units,  (as will be any earning on  investment of the cash reserve) and must
be reported by the holders of the Units,  even if such amounts are used to repay
borrowings  or  establish a cash  reserve and are not received by the holders of
the Units.

Results of Operations
---------------------

Royalty revenues are generally received on fifteenth day of the month) following
the end of the calendar quarter in which the related Royalty Production occurred
(the "Quarterly  Record Date").  The Trustee,  to the extent possible,  pays all
expenses of the Trust for each quarter on the Quarterly Record Date on which the
revenues for the quarter are  received.  For the  statement of cash earnings and
distributions,  revenues and Trust expenses are recorded on a cash basis and, as
a result,  royalties paid to the Trust and  distributions to Unit holders in the


                                       8


quarters  ended  March  31,  2003  and 2002 are  attributable  to the  Company's
operations during the quarters ended December 31, 2002 and 2001, respectively.

The following  table shows the factors for the quarters  ended December 31, 2002
and 2001 which were employed to compute the Per Barrel  Royalty  received by the
Trust during the quarters  ended March 31, 2003 and 2002 (see Note 1 of Notes to
Financial  Statements in Part I, Item 1). The  information in the table has been
furnished by the Company.



                                                                      Quarter ended December 31,
                                                         ---------------------------------------------------
                                                                 2002                          2001
                                                         ----------------------       ----------------------
                                                                                         
        Average WTI Price                                               $ 28.25                      $ 20.41
        Chargeable Costs                                 $ 11.25                      $ 10.75
        Cost Adjustment Factor                            1.3960                       1.3660
        Adjusted Chargeable Costs                        $ 15.71                      $ 14.68
        Production Taxes                                 $  3.33                      $  2.17
                                                          -------
                                                                        $ 19.04                      $ 16.85
                                                                        -------                      -------
         Per Barrel Royalty                                             $  9.21                      $  3.56
                                                                        =======                      =======


As long as the Company's  average daily net production from the Prudhoe Bay Unit
exceeds 90,000 barrels, which the Company currently projects will continue until
the year 2016, the only factors affecting the Trust's revenues and distributions
to Unit  holders  are  changes in WTI  Prices,  scheduled  annual  increases  in
Chargeable  Costs,  changes in the Consumer  Price Index,  changes in Production
Taxes and changes in the expenses of the Trust.

Quarter Ended March 31, 2003 Compared to
Quarter Ended March 31, 2002
----------------------------

The Trust  received  royalty  revenues of $12,538,000 in the quarter ended March
31, 2003,  compared to $4,841,000  received in the quarter ended March 31, 2002,
due to a 38.4%  increase  in the  Average  WTI Price from  $20.41 in the quarter
ended December 31, 2001 to $28.25 in the quarter ended December 31, 2002.  Total
deductions from the Average WTI Price increased $2.19 (approximately 13%) in the
same period,  due to increases of $1.03 in the Adjusted  Chargeable  Costs,  and
increases of $1.16 cents in  Production  Taxes.  See the  discussion  under "THE
ROYALTY INTEREST" for a description of the calculation of the Per Barrel Royalty
in the Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See  discussion  above  under  Item 2.  Trustee's  Discussion  and  Analysis  of
Financial Condition and Results of Operations.

ITEM 4. CONTROLS AND PROCEDURES.

Within 90 days  prior to the date of this  report  (the  "Evaluation  Date") the
officer of the Trustee  signing  this report  carried out an  evaluation  of the
effectiveness of the design and operation of the Trustee's  disclosure  controls
and procedures for the Trust pursuant to Exchange Act Rule 13a-14.  Based on the
foregoing that officer concluded that the disclosure controls and procedures for
the Trust are  effective  in timely  alerting  the  responsible  officers of the
Trustee to material information relating to the Trust required to be included in
the Trust's Exchange Act reports.  There have been no significant changes in the
Trustee's internal controls or in other factors which could significantly affect
internal controls subsequent to the date the Trustee carried out its evaluation.


                                       9


                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.  OTHER INFORMATION.

On April 18, 2003 the Trust received a cash distribution of $17,721,892 from the
Company with respect to the quarter  ended March 31, 2003 and,  after  deducting
expenses  of  $332,863,  and  replenishing  the cash  reserve  in the  amount of
$100,000, on April 18, 2003 distributed $17,291,321 or approximately $0.8080 per
Unit, to Unit holders of record.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits
     --------

4.1  BP Prudhoe Bay Royalty Trust  Agreement  dated  February 28, 1989 among The
     Standard Oil Company,  BP Exploration  (Alaska) Inc., The Bank of New York,
     Trustee, and F. James Hutchinson, Co-Trustee.

4.2  Overriding   Royalty   Conveyance   dated  February  27,  1989  between  BP
     Exploration (Alaska) Inc. and The Standard Oil Company.

4.3  Trust  Conveyance  dated February 28, 1989 between The Standard Oil Company
     and BP Prudhoe Bay Royalty Trust.

4.4  Support Agreement dated as of February 28, 1989 among The British Petroleum
     Company p.l.c., BP Exploration  (Alaska) Inc., The Standard Oil Company and
     BP Prudhoe Bay Royalty Trust.

(b)  Reports on Form 8-K
     -------------------

No reports on Form 8-K were filed during the quarter ended March 31, 2003.

                                       10


                                    SIGNATURE

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 PRUDHOE BAY ROYALTY TRUST

                                          By:  THE BANK OF NEW YORK,
                                                 as Trustee


                                          By: /s/ Marie E. Trimboli
                                              -----------------------------
                                                  Marie E. Trimboli
                                                  Assistant Vice President


Date: June 12, 2003


The  registrant  is a trust and has no  officers or persons  performing  similar
functions. No additional signatures are available and none have been provided.




                                       11


                                 CERTIFICATIONS


I, Marie E. Trimboli, certify that:

1.   I have  reviewed  this  quarterly  report  on Form 10-Q of BP  Prudhoe  Bay
     Royalty Trust, for which The Bank of New York acts as Trustee;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the  statements  made, in the light of the  circumstances  under which
     such  statements  were  made,  not  misleading  with  respect to the period
     covered by this quarterly report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  quarterly  report  fairly  present  in all
     material respects the financial condition,  cash earnings and distributions
     and  changes in trust  corpus of the  registrant  as of and for the periods
     presented in this quarterly report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-14 and  15d-14),  or for
     causing  such  procedures  to  be  established  and  maintained,   for  the
     registrant and I have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          controls  and  procedures  to be  designed,  to ensure  that  material
          information  relating to the registrant is made known to me by others,
          particularly during the period in which this quarterly report is being
          prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  my   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures  based on my
          evaluation as of the Evaluation Date;

5.   I have disclosed,  based on my most recent evaluation,  to the registrant's
     auditors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud,  whether or not material,  that involves persons who have a
          significant role in the registrant's internal controls; and

6.   I have  indicated  in this  quarterly  report  whether  or not  there  were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal  controls  subsequent to the date of my most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.

In giving the  certifications  in paragraphs 4, 5 and 6 above,  I have relied to
the extent I consider reasonable on information provided to me by BP Exploration
(Alaska) Inc.


Date: June 12, 2003                               /s/ Marie E. Trimboli
                                                 ------------------------------
                                                     Marie E. Trimboli
                                                     Assistant Vice President
                                                     The Bank of New York

                                       12


                                INDEX TO EXHIBITS



Exhibit                                                    Exhibit
No.                                                      Description

*4.1 BP Prudhoe Bay Royalty Trust  Agreement  dated  February 28, 1989 among The
     Standard Oil Company,  BP Exploration  (Alaska) Inc., The Bank of New York,
     Trustee, and F. James Hutchinson, Co-Trustee.

*4.2 Overriding   Royalty   Conveyance   dated  February  27,  1989  between  BP
     Exploration (Alaska) Inc. and The Standard Oil Company.

*4.3 Trust  Conveyance  dated February 28, 1989 between The Standard Oil Company
     and BP Prudhoe Bay Royalty Trust.

*4.4 Support Agreement dated as of February 28, 1989 among The British Petroleum
     Company p.l.c., BP Exploration  (Alaska) Inc., The standard Oil Company and
     BP Prudhoe Bay Royalty Trust.

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

*    Incorporated by reference to the  correspondingly  numbered  exhibit to the
     registrant's  Annual Report on Form 10-K for the fiscal year ended December
     31, 1996 (Commission File No. 1-10243).

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