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


                       for the period ended 28 February, 2007


                                    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|
                         ---------------               ----------------



BP p.l.c.


         Voting Rights and Capital - Transparency Directive Disclosure


                                                         London 28 February 2007



Pursuant to transitional provision 6 of the Transparency Directive:-


- The issued share capital of BP p.l.c. comprised 19,374,007,297 ordinary
shares, par value US$0.25 per share, and 12,706,252 preference shares, par value
GBP1 per share. Both the ordinary shares and the preference shares have voting
rights.  Preference shares have two votes for every GBP5 in nominal capital held
and ordinary shares have one vote for every share held.

- The total number of voting rights in BP p.l.c. is 19,379,089,797.  This figure
excludes (i) 1,944,237,064 ordinary shares which have been bought back and held
in treasury by BP; and (ii) 135,272,407 ordinary shares which have been bought
back for cancellation. These shares are not taken into consideration in relation
to the payment of dividends and voting at shareholders' meetings.

This information may be used by shareholders for the calculations by which they
will determine if they are required to notify their interest in, or a change to
their interest in, BP p.l.c. under the FSA's Disclosure and Transparency Rules.



                                         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: 28 February, 2007                          /s/ D. J. PEARL
                                                  ..............................
                                                  D. J. PEARL
                                                  Deputy Company Secretary