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Fri 15 Sep 2006, 7:29 BHP Billiton - Group Share Buy-back Programme
BIL
 BIBLT                                                                           
     BHP Billiton - Group Share Buy-back Programme                              
     BHP Billiton Plc                                                           
     Share code:   BIL                                                          
ISIN:         GB0000566504                                                 
     15 September 2006                                                          
     To:                                                                        
     Australian Stock Exchange                                                  
London Stock Exchange                                                      
     CC:                                                                        
     New York Stock Exchange                                                    
     Swiss Stock Exchange                                                       
JSE Limited                                                                
     Deutsche Bank                                                              
     UBS Zurich                                                                 
     BHP Billiton Group Share Buy-back Programme                                
Attached, for the information of your markets, is a notice in the form     
     (Appendix 3D) required by the Listing Rules of the Australian Stock        
     Exchange (`ASX") advising of an extension to the BHP Billiton Limited on-  
     market share buy-back programme previously advised to the market on 29     
August 2005. The Group wishes to extend the current on-market buy-back     
     programme of BHP Billiton Limited for a further 12 months to 30 September  
     2007. BHP Billiton Limited may buy back up to 349 million shares on ASX.   
     This number represents less than 10 percent of BHP Billiton Limited"s      
issued share capital at 30 June 2006.                                      
     A similar authority will be sought by BHP Billiton Plc at the Annual       
     General Meeting.                                                           
     These approvals form part of the programme announced on 23 August 2006     
whereby BHP Billiton announced its intention to return US$3 billion to     
     shareholders over the next 18 months through a series of share buy-backs.  
     This programme commenced on 7 September 2006 with an on-market buy-back of 
     shares in BHP Billiton Plc.  We expect it to continue with on-market       
purchases of shares in BHP Billiton Plc which could be made by BHP Billiton
     Plc and/or BHP Billiton Limited or one of its subsidiaries.                
     Karen Wood                                                                 
     Group Company Secretary                                                    
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 Appendix  29 August 2005                                 
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  (Details of change        
to market in        to buy-back               
                                  Appendix 3C or      proposals)                
                                  last 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  358 million         349 million (being        
          to buy back a maximum                       less than 10              
          number of shares -                          percent of the            
          that number                                 Company"s issued          
Note:  This requires a                      share capital at 30       
          figure to be included,                      June 2006 or at any       
          not a percentage.  The                      time during the           
          reference to a maximum                      previous 12 months)       
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           (Details of change        
                                   announced to       to buy-back               
market in          proposals)                
                                   Appendix 3C or                               
                                   last 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 intends   Up to and          Up to and including       
          to buy-back shares       including 30       30 September 2007         
          within a period of time  September 2006                               
          - 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 the period of the buy-          
                                   back programme for capital management        
purposes and reduction in the maximum        
                                   number of shares that may be bought          
                                   back following the cancellation of           
                                   95,950,979 shares on 3 April 2006.           
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.                                                             
     K.J. Wood                                                                  
     Group Company Secretary                                                    
     Date:  15 September 2006                                                   
Date: 15/09/2006 07:29:33 AM Produced by the JSE SENS Department                
                                                                                
                                                                                
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