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

                          Form 13F

                     Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2000

Check here if Amendment [  ]; Amendment Number: ____
This Amendment (Check only one.):  [  ] is a restatement.
                                   [  ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:    BP Amoco Corporation
Address: 200 East Randolph
         Chicago, IL 60601

Form 13F File Number:  28-00312

The institutional investment manager filing this report and
the person by whom it is signed hereby represent that the
person signing the report is authorized to submit it, that
all information contained herein is true, correct and
complete, and that it is understood that all required items,
statements, schedules, lists, and tables, are considered
integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:  Eileen A. Kamerick
Title: Vice President and Chief Financial Officer
Phone: 312-856-5186

Signature, Place, and Date of Signing:


/s/ Eileen A. Kamerick     Chicago, Il            5/10/2000
 [Signature]               [City, State]          [Date]

Report Type (Check only one.):

[ ] 13F HOLDINGS REPORT. (Check here if all holdings of this
reporting manager are reported in this report.)

[X] 13F NOTICE. (Check here if no holdings reported are in
this report, and all holdings are reported by other
reporting manager(s).)

[ ] 13F COMBINATION REPORT. (Check here if a portion of the
holdings for this reporting manager are reported in this
report and a portion are reported by other reporting
manager(s).)

List of Other Managers Reporting for this Manager:

Form 13F File Number               Name

28-05353                           BP Amoco p.l.c.