WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                  Commission File Number 1-10243

                           NOTIFICATION OF LATE FILING

(Check One):
      [ ] Form 10-K  [ ] Form 11-K  Form 20-F  [X] Form 10-Q
      [ ] Form N-SAR

      For Period Ended: March 31, 2002

[ ] Transition Report on Form 10-K           [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 11-K           [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 20-F

      For the Transition Period Ended:

      Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

      If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant

           BP Prudhoe Bay Royalty Trust

Former name if applicable


Address of principal executive office (Street and number)

           c/o The Bank of New York, Trustee, 5 Penn Plaza

City, state and zip code

           New York, New York 10001

                                     PART II
                             RULE 12b-25 (b) AND (c)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

     (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

     (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
[X]       on or before the 15th calendar day following the prescribed due date;
          or the subject quarterly report or transition report on Form 10-Q, or
          portion thereof will be filed on or before the fifth calendar day
          following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

                                    PART III

      State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

     Certain information  required to complete the report was not received until
the filing date.

                                     PART IV
                                OTHER INFORMATION

      (1) Name and telephone number of person to contact in regard to this

      Marie Trimboli                   212                    896-7201
         (Name)                    (Area Code)           (Telephone Number)

      (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                                                  [X] Yes [ ] No

      (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                                  [ ] Yes [X] No


      If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

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

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: May 16, 2002                                 THE BANK OF NEW YORK,
                                                      As Trustee

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

          Instruction. The form may be signed by an executive officer of the
     registrant or by any other duly authorized representative. The name and
     title of the person signing the form shall be typed or printed beneath the
     signature. If the statement is signed on behalf of the registrant by an
     authorized representative (other than an executive officer), evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.


     Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).