##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION  FORM 10-K/A Amendment No. 2 (X)
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended December 31, 2003 OR (   )
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 1-10243 BP PRUDHOE BAY ROYALTY TRUST  DELAWARE
    
    13-6943724State or other jurisdiction
    
    (I.R.S. Employer Identification No.)of incorporation or organization)THE BANK OF NEW YORK, TRUSTEE101 BARCLAY STREETNEW YORK, NEW YORK
    
    10286(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (212) 815-2492 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class
    
    Name of Each Exchange on Which RegisteredUNITS OF BENEFICIAL INTEREST
    
    NEW YORK STOCK EXCHANGE
 Securities registered pursuant to Section 12(g) of the Act: NONE 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) Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X) Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes (X) No
(   ) The aggregate market value of Units held by nonaffiliates (computed by
reference to the closing sale price in New York Stock Exchange Composite
Transactions on June 30, 2003 (the last business day of the registrants most
recently completed second fiscal quarter) was approximately $404,246,000. As of March 24, 2004, 21,400,000 Units of Beneficial Interest were
outstanding. DOCUMENTS INCORPORATED BY REFERENCE
None




---



##### 



EXPLANATORY NOTE This amendment to the Annual Report on Form 10-K of BP Prudhoe Bay Royalty
Trust for the fiscal year ended December 31, 2003 is being filed solely for the purpose of
re-filing an amended Rule 13a-14(a) certification as Exhibit 31 hereto. PART III ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) FINANCIAL STATEMENTS The following financial statements of the Trust are included in Part II,
Item 8:  Independent Auditors Report
Statements of Assets, Liabilities and Trust Corpus as of December 31, 2003 and 2002
Statements of Cash Earnings and Distributions for the years ended December 31, 2003, 2002 and 2001
Statements of Changes in Trust Corpus for the years ended December 31, 2003, 2002 and 2001
Notes to Financial Statements (b) FINANCIAL STATEMENT SCHEDULES All financial statement schedules have been omitted because they are
either not applicable, not required or the information is set forth in the
financial statements or notes thereto. (c) 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.  31
    
    Rule 13a-14(a) certification.  32
    
    Section 1350 certification. (d) REPORTS ON FORM 8-K No reports on Form 8-K were filed with the Securities and Exchange
Commission by the Trust during the quarter ended December 31, 2003.




---



##### 



SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized. BP PRUDHOE BAY ROYALTY TRUSTBy: THE BANK OF NEW YORK, as TrusteeBy:
    
    /s/ Remo J. RealeRemo J. RealeVice President
 May 20, 2004 The Registrant is a trust and has no officers, directors, or persons
performing similar functions. No additional signatures are available and none
have been provided.




---



##### 



INDEX TO EXHIBITS Exhibit No.
    
    Description4.1*
    
    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.31
    
    Rule 13a-14(a) certification. Filed herewith32
    
    Section 1350 certification.