Completes Share Buy-Back

BHP Billiton Limited
23 November 2004

     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.


Date                 23 November 2004
Number               40/04


              BHP BILLITON SUCCESSFULLY COMPLETES A$2.272 BILLION
                  (US$1.780 BILLION) OFF-MARKET SHARE BUY-BACK



BHP Billiton announced today that it has successfully completed the first phase
of its US$2 billion capital management programme through an off-market share
buy-back of 180.72 million BHP Billiton Limited shares. Due to strong demand,
the total amount of capital repurchased by BHP Billiton under the buy-back was
increased to A$2.272 billion (US$1.780 billion), representing 2.9% of the issued
share capital of the BHP Billiton Group (4.8% of BHP Billiton Limited).

The final price for the buy-back has been set at A$12.57 per share, representing
a discount of 12% to the volume weighted average price of BHP Billiton Limited
shares over the 5 days up to and including the closing date of the buy-back(1).
This is significantly in excess of the commitment to a minimum 5% discount. The
closing price for BHP Billiton Limited and the opening price for BHP Billiton
Plc on 19 November 2004 were A$14.45 and 592 pence(2) respectively.

BHP Billiton's Chief Financial Officer, Chris Lynch, said that the successful
execution of the off-market buy-back benefits all shareholders in the Group,
regardless of their location, tax status or participation in the buy-back.

'We are extremely pleased with the support we received from shareholders,
allowing us to substantially increase the size of the buy-back, making this the
largest off-market share buy-back in Australia to date. We believe buying back
the maximum number of shares at this significant discount to the market price
provides the most value-enhancing way of returning capital. Shareholders in BHP
Billiton will benefit from the enhanced value of the remaining shares through
the increased earnings, cash flow and return on equity attributable to each
share.

'The off-market share buy-back is the first phase of our US$2 billion capital
management programme. The remainder of US$220 million will be returned to
shareholders within the next 12 months via further share buy-backs in either BHP
Billiton Plc or BHP Billiton Limited and/or enhanced dividends. At all times, we
remain focused on maximising economic value across our entire shareholder base,'
Mr Lynch said.

Shares tendered at a discount of 12% or greater or as a final price tender have
been accepted in full, subject to any minimum price condition. BHP Billiton will
not buy back any shares tendered at discounts from 5% to 11% inclusive. Tenders
conditional on a minimum price of A$13.00 will also not be bought back. No scale
back has been applied to any of the accepted tenders.

For shareholders who have successfully tendered their shares, A$10.47 of the
buy-back price is treated for Australian tax purposes as a fully franked
dividend. For Australian capital gains tax purposes, the deemed capital proceeds
are A$4.04, being the A$2.10 capital component plus A$1.94, being the excess of
the Tax Value(3) over the buy-back price.

Payment for shares bought back will be credited to nominated accounts and
cheques posted to shareholders no later than Tuesday 30 November, 2004. Shares
that have been tendered into the buy-back but not bought back are expected to be
released to shareholders' holdings during Tuesday 23 November 2004.

Shareholders who have any enquiries in relation to their tenders may contact the
BHP Billiton buy-back enquiry line on 1300 726 379 toll free within Australia or
[phone] if calling from outside of Australia.

(1) BHP Billiton Limited's cumulative VWAP for the 5 days to 19 November was
A$14.2882.

(2) Equivalent to A$14.03 at an exchange rate of A$2.37 = GBP 1.00

(3) The Tax Value of A$14.51 was calculated as A$14.35 adjusted by the movement
in the BHP Billiton Plc share price from the close of trading in London on 4
October 2004 to the opening of trading in London on 19 November 2004, as agreed
with the Australian Taxation Office.


Further information on BHP Billiton can be found on our Internet site: http://
www.bhpbilliton.com


Contacts:
Australia                                                     United Kingdom
Jane Belcher, Investor Relations                              Mark Lidiard, Investor & Media Relations
Tel: [phone] Mobile: [phone]                  Tel: [phone]
email: [e-mail]                         email: [e-mail]
Tania Price, Media Relations                                  Ariane Gentil, Media Relations
Tel: [phone] Mobile: [phone]                  Tel: [phone] Mobile: [phone]
email: [e-mail]                            email: [e-mail]

United States                                                 South Africa
Francis McAllister, Investor Relations                        Michael Campbell, Investor & Media Relations
Tel: [phone] Mobile: [phone]                  Tel: [phone] Mobile: [phone]
email: [e-mail]                   email: [e-mail]


BHP Billiton Limited ABN 49 004 028 077                     BHP Billiton Plc Registration number 3196209
Registered in Australia                                     Registered in England and Wales
Registered Office: Level 27, 180 Lonsdale Street Melbourne  Registered Office: Neathouse Place London SW1V 1BH United
Victoria 3000                                               Kingdom
Telephone [phone] Facsimile [phone]        Telephone [phone] Facsimile [phone]

                            The BHP Billiton Group is headquartered in Australia




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