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Thu 16 Sep 2004, 9:40 On-market Share Buy-back
BHP Billiton Limited On-market Share Buy-back                                   
BHP BILLITON PLC                                                                
Registration number 3196209                                                     
Registered in England and Wales                                                 
SHARE CODE:    BIL                                                              
ISIN:          GB0000566504                                                     
To:        Australian Stock Exchange                                            
London Stock Exchange                                                           
New York Stock Exchange                                                         
Swiss Stock Exchange                                                            
JSE Securities Exchange South Africa                                            
Deutsche Bank                                                                   
From:   BHP Billiton Limited and BHP Billiton Plc                               
BHP Billiton Limited On-market Share Buy-back                                   
Please find attached, for the information of your markets, a notice in the form 
(Appendix 3D) required by the Listing Rules of the Australian Stock Exchange    
advising of a change to the BHP Billiton Limited on-market share buy-back       
program.                                                                        
The program has been extended by 12 months to 30 September 2005.                
Under this program, up to 186 000 000 BHP Billiton Limited shares are able to be
bought back on market by BHP Billiton Limited and cancelled, less the aggregate 
number of BHP Billiton Plc shares known to BHP Billiton Limited to have been    
purchased by Nelson Investment Limited since 1 July 2001 which in turn may be   
cancelled or placed in the market.  As at 16 September 2004, 177 975 378 BHP    
Billiton Limited shares remain able to be bought and cancelled under the        
program.                                                                        
The level of share purchases undertaken will remain subject to prevailing market
conditions and alternative capital investment opportunities available to the    
Group.                                                                          
Karen Wood                                                                      
Company Secretary                                                               
16 September 2004                                                               
Rule 3.8A                                                                       
Appendix 3D                                                                     
Changes relating to buy-back                                                    
(except minimum holding buy-back)                                               
Information and documents given to ASX become ASX`s property and may be made    
public.                                                                         
Introduced 1/9/99.  Origin: Appendix 7B.  Amended 13/3/2000, 30/9/2001.         
Name of entity                                ABN                               
 BHP Billiton Limited                          49 004 028 077                   
We (the entity) give ASX the following information.                             
1     Date that an          21 August 2003                                      
Appendix 3C or the                                                        
      last Appendix 3D                                                          
      was given to ASX                                                          
Information about the change                                                    
Complete each item for which there has been a change and items 9 and 10.        
                            Column 1                      Column 2              
                            (Details announced to market  (Details of change to 
                            in Appendix 3C or  last       buy-back proposals)   
Appendix 3D)                                        
       On-market buy-back                                                       
2      Name of broker who                                                       
       will act on the                                                          
company`s behalf                                                         
3      Deleted 30/9/2001.                                                       
4      If the company                                                           
       intends to buy back                                                      
a maximum number of                                                      
       shares - that                                                            
       number                                                                   
       Note:  This                                                              
requires a figure                                                        
       to be included, not                                                      
       a percentage.  The                                                       
       reference to a                                                           
maximum number is                                                        
       to the total number                                                      
       including shares                                                         
       already bought back                                                      
and shares                                                               
       remaining to be                                                          
       bought back.  If                                                         
       the total has not                                                        
changed, the item                                                        
       does not need to be                                                      
       completed.                                                               
                            Column 1                      Column 2              
(Details announced to market  (Details of change to 
                            in Appendix 3C or  last       buy-back proposals)   
                            Appendix 3D)                                        
5      If the company                                                           
intends to buy back                                                      
       a maximum number of                                                      
       shares - the number                                                      
       remaining to be                                                          
bought back                                                              
6      If the company       Up to and including 30        Up to and including 30
       intends to buy-back  September 2004                September 2005        
       shares within a                                                          
period of time -                                                         
       that period of                                                           
       time; if the                                                             
       company intends                                                          
that the buy-back                                                        
       be of unlimited                                                          
       duration - that                                                          
       intention                                                                
7      If the company                                                           
       intends to buy back                                                      
       shares if                                                                
       conditions are met                                                       
- those conditions                                                       
All buy-backs                                                                   
8      Any other change                                                         
9      Reason for change                                                        
Extension of period of buy-back                       
                          program for capital management                        
                          purposes                                              
10     Any other                                                                
information                                                              
       material to a                                                            
       shareholder`s                                                            
       decision whether                                                         
to accept the                                                            
       offer (e.g.,                                                             
       details of any                                                           
       proposed takeover                                                        
bid)                                                                     
Compliance statement                                                            
1.   The company is in compliance with all Corporations Act requirements        
relevant to this buy-back.                                                      
2.   There is no information that the listing rules require to be disclosed that
has not already been disclosed, or is not contained in, or attached to, this    
form.                                                                           
Sign here:          Date: 16 September 2004                                     
(Company Secretary)                                                             
Print name:      Karen J Wood                                                   
Date: 16/09/2004 09:20:23 AM                   
Produced by the JSE SENS Department
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