THE FOLLOWING ITEMS WERE THE SUBJECT OF A
                                            FORM 12b-25 AND ARE INCLUDED HEREIN:
                             ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1
                                       TO
                                    FORM 10-K

(X)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                   For the Fiscal Year ended December 31, 2001

                                       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
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    13-6943724
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

     THE BANK OF NEW YORK, TRUSTEE
       5 PENN PLAZA, 13TH FLOOR
          NEW YORK, NEW YORK                                10001
(Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (212) 896-7201

           Securities registered pursuant to Section 12(b) of the Act:

    Title of Each Class                Name of Each Exchange on Which Registered
    -------------------                -----------------------------------------
UNITS OF BENEFICIAL INTEREST                      NEW YORK STOCK EXCHANGE

        Securities registered pursuant to Section 12(g) of the Act: NONE



<PAGE>

     BP PRUDHOE BAY ROYALTY  TRUST (THE  "REGISTRANT")  HEREBY AMENDS ITS ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED  DECEMBER  31, 2001 AS FOLLOWS:

     1. BY INSERTING THE FOLLOWING ITEM 8 IN PART II THEREOF:


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          BP PRUDHOE BAY ROYALTY TRUST
                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Independent Auditors' Report..................................................2

Statements of Assets, Liabilities and Trust Corpus
  As of December 31, 2001 and 2000............................................3

Statement of Cash Earnings and Distributions for the years ended
December 31, 2001, 2000 and 1999..............................................4

Statements of Changes in Trust Corpus for the years ended
December 31 2001, 2000 and 1999...............................................5

Notes to Financial Statements.................................................6






                                       1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

Trustee and Holders of Trust Units of
BP Prudhoe Bay Royalty Trust:

     We have audited the  accompanying  statements  of assets,  liabilities  and
trust  corpus of BP Prudhoe Bay Royalty  Trust as of December 31, 2001 and 2000,
and the related  statements  of cash earnings and  distributions  and changes in
trust corpus for each of the years in the  three-year  period ended December 31,
2001.  These financial  statements are the  responsibility  of the Trustee.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by the Trustee,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     As described in note 2, these financial  statements have been prepared on a
modified  basis of cash  receipts and  disbursements,  which is a  comprehensive
basis of accounting other than accounting  principles  generally accepted in the
United States of America.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the assets, liabilities and trust corpus of BP Prudhoe
Bay Royalty  Trust as of December 31, 2001 and 2000,  and its cash  earnings and
distributions  and its  changes  in trust  corpus  for each of the  years in the
three-year period ended December 31, 2001, on the basis of accounting  described
in note 2.


                                            /s/KPMG LLP




New York, New York
March 28, 2002




                                       2
<PAGE>

                          BP PRUDHOE BAY ROYALTY TRUST

               Statements of Assets, Liabilities and Trust Corpus
         Prepared on a modified basis of cash receipts and disbursements

                           December 31, 2001 and 2000
                        (In thousands, except unit data)



<TABLE>
<CAPTION>
                                                        2001             2000
                                                        ----             ----
<S>                                                  <C>              <C>
         ASSETS

Royalty Interest, net (notes 1,2 and 3)              $  18,077           20,085
Cash equivalents (note 2)                                1,009            1,048
                                                     ---------        ---------

Total assets                                         $  19,086           21,133
                                                     =========        =========

         LIABILITIES AND TRUST CORPUS

Accrued expenses                                     $     522              464
Trust Corpus (40,000,000 units of beneficial
    interest authorized, 21,400,000 units issued
    and outstanding)                                    18,564           20,669
                                                     ---------        ---------

Total liabilities and Trust Corpus                   $  19,086           21,133
                                                     =========        =========
</TABLE>


See accompanying notes to financial statements.




                                       3
<PAGE>

                          BP PRUDHOE BAY ROYALTY TRUST

                  Statements of Cash Earnings and Distributions
         Prepared on a modified basis of cash receipts and disbursements

              For the Years Ended December 31, 2001, 2000 and 1999
                        (In thousands, except unit data)





<TABLE>
<CAPTION>
                                                         2001              2000             1999
                                                         ----              ----             ----

<S>                                                <C>                <C>              <C>
Royalty revenues                                   $      59,934            65,026            13,443

Interest Income                                               70                92                60


     Less: Trust administrative expenses                    (724)             (732)             (798)

           Expense reserve                                     -              (500)             (500)
                                                   -------------     -------------     -------------


Cash earnings                                      $      59,280            63,886            12,205
                                                   =============     =============     =============

Cash distributions                                 $      59,319            63,838            12,205
                                                   =============     =============     =============

Cash distributions per unit                        $       2.772             2.983             0.570
                                                   =============     =============     =============

Units outstanding                                     21,400,000        21,400,000        21,400,000
                                                   =============     =============     =============
</TABLE>



See accompanying notes to financial statements.






                                       4
<PAGE>

                          BP PRUDHOE BAY ROYALTY TRUST

                      Statements of Changes in Trust Corpus
         Prepared on a modified basis of cash receipts and disbursements

              For the Years Ended December 31, 2001, 2000 and 1999
                                 (In thousands)





<TABLE>
<CAPTION>

                                                 2001            2000            1999
                                                 ----            ----            ----

<S>                                          <C>             <C>             <C>
Trust Corpus at beginning of year            $   20,669          22,626          25,008
Cash earnings                                    59,280          63,886          12,205
Increase in cash reserve                              -             500             487
Decrease (increase) in accrued expenses             (58)              6            (367)
Cash distributions                              (59,319)        (63,838)        (12,205)
Amortization of Royalty Interest                 (2,008)         (2,511)         (2,502)
                                             ----------      ----------      ----------


Trust Corpus at end of year                  $   18,564          20,669          22,626
                                             ==========      ==========      ==========
</TABLE>



See accompanying notes to financial statements.






                                       5
<PAGE>

                          BP PRUDHOE BAY ROYALTY TRUST

                          Notes to Financial Statements
         Prepared on a modified basis of cash receipts and disbursements

                        December 31, 2001, 2000 and 1999

(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 the British  Petroleum  Company
     p.l.c. ("BP").

     In 2000, the Company and certain 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 Turst'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 by 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  corporation
     authorized to do a banking business, 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  in  certain  situations  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.

     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

                                       6
<PAGE>

                          BP PRUDHOE BAY ROYALTY TRUST

                    Notes to Financial Statements (Continued)

(1), Continued

     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 management 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 based on the units
          of  production  attributable  to the  Trust  over  the  production  of
          estimated  proves reserves  attributable to the Trust at the beginning
          of the fiscal year (approximately 94,000,000, 0 and 65,000,000 barrels
          of estimated  proved reserves were used to calculated the amortization
          of the Royalty  Interest for the years ended  December 31, 2001,  2000
          and 1999  respectively).  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  years  ended
          December  31,  2001,  2000  and  1999  was  $0.37,   $0.47  and  $0.47
          respectively.  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. 121 ("SFAS 121")  "Accounting for
          the Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be
          Disposed Of". 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 (see note 3).

     While  these  statements  differ  from  financial  statements  prepared  in
     accordance  with  accounting  principles  generally  accepted in the United
     States of America,  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.

     As of December 31, 2001 and 2000, cash  equivalents  consist of US treasury
     bills with an initial term of less than three months.  All interest  income
     earned on the treasury bills are reinvested.

                                       7
<PAGE>

                          BP PRUDHOE BAY ROYALTY TRUST

                    Notes to Financial Statements (Continued)

(2), Continued

     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.

(3)  ROYALTY INTEREST

     The Royalty Interest is comprised of the following at December 31, 2001 and
     2000 (in thousands):

                                                 2001                   2000
                                                 ----                   ----

          Royalty Interest                   $  535,000                535,000
          Less: Accumulated amortization       (343,405)              (341,397)
                Impairment write-down          (173,518)              (173,518)
                                             ----------             ----------
                                             $   18,077                 20,085
                                             ==========             ==========


(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 will be reported 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.

                                       8
<PAGE>

                          BP PRUDHOE BAY ROYALTY TRUST

                    Notes to Financial Statements (Continued)

(5)  SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

     A summary of selected quarterly  financial  information for the years ended
     December 31, 2001 and 2000 is as follows (in thousands, except unit data):

<TABLE>
<CAPTION>

                                          1st Quarter       2nd Quarter      3rd Quarter       4th Quarter
                                          -----------       -----------      -----------       -----------
<S>                                       <C>               <C>              <C>               <C>
     2001
          Royalty revenues                $  19,932            14,418           13,269            12,315
          Interest income                        19                17               23                11
          Trust administrative expenses        (158)             (253)            (269)              (44)
                                          ---------         ---------        ---------         ---------
          Cash earnings                      19,793            14,182           13,023            12,282
          Cash distributions                 19,777            14,167           13,096            12,279
          Cash distributions per unit         0.924             0.662            0.612             0.574

     2000
          Royalty revenues                $  12,105            16,841           16,425            19,655
          Interest income                         -                16               11                65
          Trust administrative expenses        (164)             (274)            (232)              (62)
          Expenses reserve                     (250)             (250)               -                 -
                                          ---------         ---------        ---------         ---------
          Cash earnings                      11,691            16,333           16,204            19,658
          Cash distributions                 11,691            16,333           16,204            19,610
          Cash distributions per unit         0.546             0.763            0.757             0.917
</TABLE>

(6)  SUPPLEMENTAL  RESERVE  INFORMATION AND  STANDARDIZED  MEASURE OF DISCOUNTED
     FUTURE NET CASH FLOW RELATING TO PROVED RESERVES (UNAUDITED)

     Pursuant  to  Statement  of  Financial   Accounting   Standards  No.  69  -
     "Disclosures About Oil and Gas Producing Activities" ("FASB 69"), the Trust
     is  required  to  include  in  its   financial   statements   supplementary
     information   regarding   estimates  of  quantities   of  proved   reserves
     attributable to the Trust and future net cash flows.

     Estimates of proved  reserves are  inherently  imprecise and subjective and
     are revised over time as additional data becomes available.  Such revisions
     may  often  be  substantial.  Information  regarding  estimates  of  proved
     reserves  attributable  to the  combined  interests  of the Company and the
     Trust were  based on  Company-prepared  reserve  estimates.  The  Company's
     reserve  estimates  are  believed  to be  reasonable  and  consistent  with
     presently  known  physical  data  concerning  the size and character of the
     Field.

     There is no precise method of allocating  estimates of physical  quantities
     of reserve  volumes  between the  Company and the Trust,  since the Royalty
     Interest  is not a working  interest  and the Trust does not own and is not
     entitled to receive any specific volume of reserves from the Field. Reserve
     volumes attributable to the Trust were estimated by allocating to the Trust
     its share of estimated future  production from the Field,  based on the WTI
     Price on December 31, 2001  ($19.78 per barrel),  December 31, 2000 ($26.83
     per barrel), and December 31, 1999 ($25.60 per barrel). Because the reserve
     volumes  attributable  to the Trust are  estimated  using an  allocation of
     reserve volumes based on estimated future production and on the current WTI
     Price,  a change in the timing of estimated  production  or a change in the
     WTI price will result in a change in the Trust's estimated reserve volumes.
     Therefore,  the estimated  reserve  volumes  attributable to the Trust will
     vary if different production estimates and prices are used.

                                       9
<PAGE>

                          BP PRUDHOE BAY ROYALTY TRUST

                    Notes to Financial Statements (Continued)

(6), Continued

     In  addition  to   production   estimates  and  prices,   reserve   volumes
     attributable  to the Trust are affected by the amount of  Chargeable  Costs
     that will be deducted in determining  the Per Barrel  Royalty.  The Royalty
     Interest  includes a provision under which, in years subsequent to 2006, if
     additions  to the  Field's  proved  reserves  from  January 1, 1988  (after
     certain adjustments) do not meet certain specified levels, Chargeable Costs
     will be  reduced  up to a maximum  amount of $1.20 per barrel in each year.
     Under the provisions of FASB 69, no consideration  can be given to reserves
     not considered proved at the present time.  Accordingly,  in estimating the
     reserve volumes attributable to the Trust, Chargeable Costs were reduced by
     the maximum  amount in years  subsequent  to 1998,  after  considering  the
     amount of reserves that have been added to the Field's proved reserves from
     January 1, 1988.

     Net proved  reserves of oil and condensate  attributable to the Trust as of
     December  31, 2001,  2000 and 1999 based on the  Company's  latest  reserve
     estimate at such time, the WTI Prices on December 31, 2001,  2000, and 1999
     and a reduction  in  Chargeable  Costs in years  subsequent  to 1998,  were
     estimated to be 43, 91 and 94 million  barrels,  respectively (of which 43,
     84, and 89 million barrels, respectively, are proved developed).

     The  standardized  measure of  discounted  future net cash flow relating to
     proved reserves  disclosure required by FASB 69 assigns monetary amounts to
     proved  reserves based on current prices.  This discounted  future net cash
     flow should not be  construed  as the current  market  value of the Royalty
     Interest.  A market  valuation  determination  would  include,  among other
     things,  anticipated  price increases and the value of additional  reserves
     not considered  proved at the present time or reserves that may be produced
     after the  currently  anticipated  end of field life. At December 31, 2001,
     2000, and 1999 the standardized  measure of discounted future net cash flow
     relating  to  proved  reserves  attributable  to the  Trust  (estimated  in
     accordance  with the  provisions  of FASB 69),  based on the WTI  Prices on
     those dates of $19.78,  $26.83, and $25.60,  respectively,  were as follows
     (in thousands):
<TABLE>
<CAPTION>

                                          December 31,     December 31,     December 31,
                                             2001             2000             1999
                                             ----             ----             ----

<S>                                      <C>              <C>              <C>
          Future net cash flows          $   64,584          520,980          522,231
          10% annual discount for
            estimated timing of
            cash flows                      (17,543)        (214,733)        (217,504)
                                         ----------       ----------       ----------

          Standardized measure of
            discounted future net
            cash flow relating to
            proved reserves (a)          $   47,041          306,247          304,727
                                         ==========       ==========       ==========
</TABLE>


                                       10
<PAGE>

                          BP PRUDHOE BAY ROYALTY TRUST

                    Notes to Financial Statements (Continued)

(6), Continued

     (a)  The standardized  measure of discounted  future net cash flow relating
          to proved reserves,  estimated  without  reducing  Chargeable Costs in
          years  subsequent to 1998,  would be  $47,041,000,  $306,247,000,  and
          $304,727,000  at December 31, 2001, 2000 and 1999,  respectively.  The
          following are the principal  sources of the change in the standardized
          measure of discounted future net cash flows (in thousands):
<TABLE>
<CAPTION>

                                                    2001             2000             1999
                                                    ----             ----             ----
<S>                                            <C>              <C>               <C>
          Revisions of prior estimates:
            Reserve volumes                    $     47,566            2,913           330,031
            WTI price                              (314,380)          80,047                 -
            Chargeable costs - inflation            (24,397)         (26,302)                -
            Production taxes                         47,995          (10,571)                -
            Other                                       956           (2,187)                2
                                               ------------     ------------      ------------
                                                   (242,260)          43,900           330,033

            Royalty income received (b)             (44,842)         (72,853)          (25,306)
            Accretion of discount                    27,896           30,473                 -
                                               ------------     ------------      ------------

            Net (decrease) increase
            during the year                    $   (259,206)           1,520           304,727
                                               ============     ============      ============
</TABLE>

     (b)  Royalty  income   received  for  2001,  2000  and  1999  includes  the
          following:
          Period October 1, 2001 through December 31, 2001                $4,840
          Period October 1, 2000 through December 31, 2000               $19,932
          Period October 1, 1999 through December 31, 1999               $12,105

          The above  royalty  income was received by the Trust in January  2002,
          2001 and 2000, respectively.

     The  changes in  quantities  of proved oil and  condensate  were as follows
     (thousands of barrels):

          Estimated net proved reserves of oil
            and condensate at December 31, 1999                          93,582
          Production                                                     (5,410)
          Reserve estimate revisions                                      2,539
          Change caused by prices/costs                                       -
                                                                       --------

          Estimated net proved reserves of oil
            and condensate at December 31, 2000                          90,711
          Production                                                     (5,395)
          Reserve estimate revisions                                      1,055
          Change caused by prices/costs                                 (43,178)
                                                                       --------



                                       11
<PAGE>

          Estimated net proved reserves of oil
            and condensate at December 31, 2001                          43,193
                                                                       ========

          Proved reserves:

            December 31, 1999                                            93,582
                                                                       ========

            December 31, 2000                                            90,711
                                                                       ========

            December 31, 2001                                            43,193
                                                                       ========


                                       12
<PAGE>

     2. BY AMENDING ITEM 14 IN PART III THEREOF TO READ AS FOLLOWS:

ITEM 14. 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, 2001
     and 2000

     Statements of Cash Earnings and Distributions for the years ended December
     31, 2001, 2000 and 1999

     Statements of Changes in Trust Corpus for the years ended December 31,
     2001, 2000 and 1999

     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.

(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, 2001.




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<PAGE>

                                   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 TRUST

                                       By:  THE BANK OF NEW YORK, as Trustee


                                       By: /s/Ming Shiang
                                          ----------------------
                                              Ming J. Shiang
                                              Vice President

April 11, 2002

     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.





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