Bonus Share Issue

BHP Limited
10 July 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 BILLITON LIMITED

ACN, ARBN or ARSN
004 028 077


We (the entity) give ASX the following information.

     1. Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough
space).
1     +Class of +securities issued or Fully Paid Ordinary Shares
      to be issued

2     Number of +securities issued or 1,912,154,524
      to be issued (if known) or
      maximum number which may be
      issued

3     Principal terms of the          N/A
      +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 rank equally The additional securities rank equally
      in all respects from the date   in all respects with existing ordinary
      of allotment with an existing   securities from the date of allotment.
      +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 consideration    The additional securities are bonus
                                      shares for whose issue no consideration
                                      is payable. The bonus shares will not be
                                      issued by way of capitalisation of
                                      profits.

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




7       Dates of entering +securities
        into uncertificated holdings          9 July 2001
        or despatch of certificates
                                      (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.)


                                              Number         +Class

8       Number and +class of all      3,704,289,485          Ordinary shares
        +securities quoted on ASX                            fully paid
        (including the securities in                         
        clause 2 if applicable)



                                              Number         +Class

9       Number and +class of all
        +securities not quoted on ASX         36,107,050     Employee Share
        (including the securities in                         Plan Options
        clause 2 if applicable)
                                                             
                                              385,000        Ordinary shares
                                                             paid to 71c

                                              3,656,500      Ordinary shares
                                                             paid to 67c

                                              2,819,024      Performance Share
                                                             Plan Performance
                                                             Rights


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



Part 2 - Bonus issue or pro rata issue

11    Is security holder approval
      required?                                 No


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
      the offer relates                         Ordinary shares


15    +Record date to determine
      entitlements                              5 July 2001


16    Will holdings on different
      registers (or subregisters) be            No
      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
      entity has +security holders who          N/A
      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
      acceptances or renunciations              N/A


20    Names of any underwriters                 N/A
                                                

21    Amount of any underwriting fee or
      commission                                N/A


22    Names of any brokers to the issue         N/A
                                                

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


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

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

26    Date entitlement and acceptance
      form and prospectus will be sent          N/A
      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
      (if applicable)                           N/A


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



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

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

32    How do +security holders dispose
      of their entitlements (except by          N/A
      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) x
(a)        x    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. 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:      ....Roger Taylor...............     Date:....9 July 2001...

          (Assistant Company Secretary)

Print name:      Roger Taylor