Amendment to Buy-back

BHP Billiton Limited
7 November 2001


    BHP Billiton Limited is issuing this announcement to fulfil disclosure
 obligations arising from its secondary listing on the London Stock Exchange.

   The text of this release is identical to that issued by BHP Billiton Plc
                                   earlier.



 7th November 2001



'For the information of your local markets, please find following a filing
with the Australian Stock Exchange concerning an amendment to BHP Billiton
Limited's on-market share buy back program.'



Rule 3.8A

Appendix 3D



Changes relating to buy-back

(except minimum holding buy-back)




Name of entity                  ABN


BHP Billiton Limited            49 004 028 077




We (the entity) give ASX the following information.


1   Date that an Appendix 3C or the last Appendix 3D was given to ASX

                                                                13 June 2001




Information about the change


Complete each item for which there has been a change and items 9 and 10.


                                   Column 1         Column 2

                                   (Details         (Details of change to
                                   announced to     buy-back proposals)
                                   market in
                                   Appendix 3C or
                                   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 to
buy back a maximum number of
shares - that number               Up to            Up to 186,000,000 shares
                                   186,000,000      less the aggregate number
                                   shares in the    of BHP Billiton Plc shares
                                   event of the     known to BHP Billiton
Note:  This requires a figure to   merger with      Limited to have been
be included, not a percentage.     Billiton Plc     purchased by Nelson
The reference to a maximum number  proceeding.      Investment Limited since 1
is to the total number including                    July 2001.
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     (Details of
                                     market in Appendix 3C or  change to
                                     last Appendix 3D)         buy-back
                                                               proposals)

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
to buy-back 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

                                     Revision of the program to take account of
                                     BHP Billiton Plc shares purchased by
                                     Nelson Investment Limited which in turn
                                     may be bought back by BHP Billiton Plc and
                                     cancelled by that entity or placed in the
                                     market by Nelson Investment Limited.



10          Any other information material to a shareholder's decision
whether to accept the offer (eg 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:  7 November 2001

                      (Company Secretary)



  Print name:            Karen J Wood


BHP Billiton Limited ABN 49 004 028     BHP Billiton Plc Registration number
077                                     3196209
Registered in Australia                 Registered in England and Wales
Registered Office: 600 Bourke Street    Registered Office: 1-3 Strand London
Melbourne Victoria 3000                 WC2N 5HA United Kingdom
Telephone [phone] Facsimile +61 Telephone [phone] Facsimile
3 9609 3015                             [phone]


             The BHP Billiton Group is headquartered in Australia