Buy Back Documents

BHP Billiton Limited
13 October 2004


BHP BILLITON LIMITED - OFF-MARKET BUY-BACK BOOKLET



Further to the announcement on 5 October 2004 of the first phase of a US $2
billion Capital Management Programme by BHP Billiton, copies of BHP Billiton
Limited's Off-market Buy-Back Booklet have been submitted to the UK Listing
Authority, and will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility, situated at:



Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Telephone no. [phone]


BHP Billiton Limited's Off-market Buy-Back Booklet may also be viewed on the BHP
Billiton Group website at www.bhpbilliton.com.



Please note that this offer is available to shareholders of BHP Billiton Limited
only.  It is not available to shareholders of BHP Billiton Plc or to persons in
the United States of America or Canada, and the Buy-Back Booklet is not to be
distributed into the United States of America or Canada.




BHP Billiton Limited ABN 49 004 028 077
Registered in Australia

Registered Office: 180 Lonsdale Street Melbourne Victoria 3000
Telephone [phone] Facsimile [phone]



BHP Billiton Plc Registration number 3196209

Registered in England and Wales

Registered Office: Neathouse Place, London SW1V 1BH United Kingdom

Telephone [phone] Facsimile [phone]




The BHP Billiton Group is headquartered in Australia






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