BHP Bonus Share Issue

BHP Limited
27 June 2001

                                              Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                                 Appendix 3B




                           New issue announcement,

              application for quotation of additional securities

                                and agreement



Information or documents not available now must be given to ASX as soon as
available.  Information and documents given to ASX become ASX's property and
may be made public.

Introduced 1/7/96.  Origin: Appendix 5.  Amended 1/7/98, 1/9/99, 1/7/2000.




Name of entity
BHP LIMITED


ACN, ARBN or ARSN
004 028 077



We (the entity) give ASX the following information.



1.1             Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough
space).


1     +Class of          Fully Paid Ordinary Shares
      +securities issued
      or to be issued



2     Number  of         1,911,925,288  (as adjusted by rounding of
      +securities issued fractional entitlements)
      or to be issued
      (if known) or
      maximum number
      which may be
      issued



3     Principal terms of N/A
      the +securities
      (eg, if options,
      exercise price and
      expiry date; if
      partly paid
      +securities, the
      amount outstanding
      and due dates for
      payment; if
      +convertible
      securities, the
      conversion price
      and dates for
      conversion)

4     Do the +securities The additional securities rank equally in all
      rank equally in    respects with existing ordinary securities from
      all respects from  the date of allotment.
      the date of
      allotment with an
      existing +class of
      quoted
      +securities?



      If the additional
      securities do not
      rank equally,
      please state:

      *  the date
         from which they do

      *  the extent
         to which they
         participate for
         the next dividend,
         (in the case of a
         trust,
         distribution) or
         interest payment

      *  the extent
         to which they do
         not rank equally,
         other than in
         relation to the
         next dividend,
         distribution or
         interest payment

5     Issue price or     The additional securities are bonus shares for
      consideration      whose issue no consideration is payable.  The
                         bonus shares will not be issued by way of
                         capitalisation of profits.

      Purpose of the     The bonus issue is associated with the dual-listed
      issue              companies business combination between BHP Limited and
6                        Billiton Plc and will ensure that the dividend,
      (If issued as      capital and voting rights of one Billiton ordinary
      consideration for  share will be equivalent to the dividend, capital and
      the acquisition of voting rights of one BHP ordinary share once the
      assets, clearly    business combination becomes effective.
      identify those
      assets)


7       Dates of         9 July 2001
        entering
        +securities into (Except in the case of bonus shares issued in
        uncertificated   respect of partly paid shares issued on or after
        holdings or      25 July 1996, in which case the bonus shares
        despatch of      will be issued when the partly paid shares are
        certificates     fully paid.)





                         Number                      +Class

8       Number and       3,708,016,749               Ordinary shares
        +class of all                                fully paid
        +securities
        quoted on ASX
        (including the
        securities in
        clause 2 if
        applicable)







                         Number                      +Class

9       Number and       36,292,150                  Employee Share Plan
        +class of all                                Options
        +securities not
        quoted on ASX                                Ordinary shares paid
        (including the   385,000                     to 71c
        securities in
        clause 2 if
        applicable)
                         3,656,500                   Ordinary shares paid
                                                     to 67c


                         2,794,024
                                                     Performance Share
                                                     Plan Performance
                                                     Rights

10      Dividend policy  The additional securities will participate fully
        (in the case of  in future dividends.
        a trust,
        distribution
        policy) on the
        increased
        capital
        (interests)



Part 2 -  Bonus issue or pro rata issue


11    Is security holder approval       No
      required?



12    Is the issue renounceable or      Non-renounceable
      non-renounceable?

13    Ratio in which the +securities    1.0651 additional shares for every
      will be offered                   share held

14    +Class of +securities to which    Ordinary shares
      the offer relates

15    +Record date to determine         5 July 2001
      entitlements


16    Will holdings on different        No
      registers (or subregisters) be
      aggregated for calculating
      entitlements?

17    Policy for deciding entitlements  Fractional entitlements will be rounded
      in relation to fractions          up, provided that if BHP and Billiton
                                        reasonably believe that holdings have
                                        been manipulated, any fractional
                                        entitlements arising from such holdings
                                        may be rounded down.

18    Names of countries in which the   N/A
      entity has +security holders who
      will not be sent new issue
      documents

      Note: Security holders must be
      told how their entitlements are
      to be dealt with.

      Cross reference: rule 7.7.

19    Closing date for receipt of       N/A
      acceptances or renunciations

20    Names of any underwriters         N/A





21    Amount of any underwriting fee or N/A
      commission

22    Names of any brokers to the issue N/A





23    Fee or commission payable to the  N/A
      broker to the issue

24    Amount of any handling fee        N/A
      payable to brokers who lodge
      acceptances or renunciations on
      behalf of +security holders

25    If the issue is contingent on     N/A
      +security holders' approval, the
      date of the meeting

26    Date entitlement and acceptance   N/A
      form and prospectus will be sent
      to persons entitled

27    If the entity has issued options, Details of the bonus issue were
      and the terms entitle option      contained in the Explanatory Memorandum
      holders to participate on         dated 12 April 2001, a copy of which
      exercise, the date on which       was provided to all optionholders.
      notices will be sent to option
      holders

28    Date rights trading will begin    N/A
      (if applicable)

29    Date rights trading will end (if  N/A
      applicable)





30    How do +security holders sell     N/A
      their entitlements in full
      through a broker?

31    How do +security holders sell     N/A
      part of their entitlements
      through a broker and accept for
      the balance?

32    How do +security holders dispose  N/A
      of their entitlements (except by
      sale through a broker)?

33    +Despatch date                    9 July 2001

                                        (Except in the case of bonus shares
                                        issued in respect of partly paid shares
                                        issued on or after 25 July 1996, in
                                        which case the bonus shares will be
                                        issued when the partly paid shares are
                                        fully paid.)



Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of
securities


34    Type of securities

      (tick one)  


(a)    (ticked) Securities described in Part 1

(b)             All other securities

                Example: restricted securities at the end of the escrowed
                period, partly paid securities that become fully paid,
                employee incentive share securities when restriction
                ends, securities issued on expiry or conversion of
                convertible securities

Entities that have ticked box 34(a)



Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)


Tick to indicate you are providing the information or documents


35          The names of the 20 largest holders of the additional +securities,
            and the number and percentage of additional +securities held by
            those holders

36          A distribution schedule of the additional +securities setting out
            the number of holders in the categories

            1 - 1,000

            1,001 - 5,000

            5,001 - 10,000

            10,001 - 100,000

            100,001 and over

37          A copy of any trust deed for the additional +securities



(now go to 43)



Entities that have ticked box 34(b)


38    Number of securities for which +quotation is sought



39    Class of +securities for which quotation is sought



40    Do the +securities rank equally in all respects from the
      date of allotment with an existing +class of quoted
      +securities?



      If the additional securities do not rank equally, please
      state:

      *       the date from which they do

      *       the extent to which they participate for the next
      dividend, (in the case of a trust, distribution) or
      interest payment

      *       the extent to which they do not rank equally, other
      than in relation to the next dividend, distribution or
      interest payment

41    Reason for request for quotation now

      Example: In the case of restricted securities, end of
      restriction period



      (if issued upon conversion of another security, clearly
      identify that other security)



                                                                  Number +Class
42    Number and +class of all +securities quoted on ASX
      (including the securities in clause 38)









(now go to 43)



1.2            All entities



Fees


43    Payment method (tick one)


            Cheque attached

            Electronic payment made

            Note: Payment may be made electronically if Appendix 3B is given to
            ASX electronically at the same time.

            Periodic payment as agreed with the home branch has been arranged

            Note:  Arrangements can be made for employee incentive schemes that
            involve frequent issues of securities.





Quotation agreement


1 +Quotation of our additional +securities is in ASX's absolute discretion.
  ASX may quote the +securities on any conditions it decides
2 We warrant to ASX that the issue of the +securities to be quoted complies
  with the law and is not for an illegal purpose, and that there is no reason
  why those +securities should not be granted +quotation.  We warrant to ASX
  that an offer of the +securities for sale within 12 months after their issue
  will not require disclosure under section 707(3) of the Corporations Law.
3 We will indemnify ASX to the fullest extent permitted by law in respect of
  any claim, action or expense arising from or connected with any breach of the
  warranties in this agreement.
4 We give ASX the information and documents required by this form.  If any
  information or document not available now, will give it to ASX before
  +quotation of the +securities begins.  We acknowledge that ASX is relying on
  the information and documents.  We warrant that they are (will be) true and
  complete.


Sign here      Karen Wood                     Date:....26 June 2001
               (Company Secretary)
Print name     Karen Wood