E&D Rpt Q/E 30 Sept 04

BHP Billiton Limited
21 October 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                 21 October 2004
Number               33/04

                  BHP BILLITON QUARTERLY REPORT ON EXPLORATION

                           AND DEVELOPMENT ACTIVITIES

                           July 2004 - September 2004


This report covers exploration and development activities for the quarter ended
30 September 2004. Unless otherwise stated, BHP Billiton's interest in the
projects referred to in this report is 100 per cent, and references to quarters
are based on calendar years.


Of the 14 projects that were under construction during the quarter, 10 are
within original Board approved expenditure limits and are tracking on or ahead
of schedule. The exceptions are the Mad Dog Development, the ROD Integrated
Development, Minerva and Dendrobium.


PETROLEUM DEVELOPMENT


North West Shelf expansion, Australia (BHP Billiton 16.67%, non operated)

The commissioning period for the fourth liquefaction processing train has been
successfully completed with start-up achieved at the end of August 2004 and
first significant LNG production having occurred by the end of September 2004.
Board approved capital expenditure is US$247 million. This project is now fully
operational and will no longer be included in this report.

Mad Dog Development, Gulf of Mexico, USA (BHP Billiton 23.9%, non-operated)

BHP Billiton announced its sanction of the Mad Dog field in February 2002,
approving up to US$335 million for the development of this Gulf of Mexico oil
and gas field. The sanctioned facility had been designed to a daily capacity of
80,000 barrels of crude oil and 40 million cubic feet of natural gas. Capacity
of the facility has been increased to 100,000 barrels of oil per day, and the
project's forecast budget has, as a consequence been increased to US$368
million, a 10 per cent increase over the original budget. During the quarter,
the topsides were successfully installed on the hull, and offshore hook-up and
commissioning commenced. The project remains on schedule for first production by
the end of 2004.

Greater Angostura Development, Trinidad (BHP Billiton 45%, operated)

In March 2003, BHP Billiton approved US$327 million for the first development
phase of the Angostura oil and gas field off the northeast coast of Trinidad.
The project has a nameplate capacity of 100,000 barrels of oil equivalent per
day. During the quarter, fabrication of onshore facilities continued, including
oil storage tanks, pipelines and associated infrastructure. The remaining
offshore facilities are being completed and offshore pipeline installation is in
progress. The development drilling program in the Angostura field continues, 12
wells have been drilled and another 10 are still to be drilled. The project
remains on budget and on schedule for first oil production by the end of 2004.

ROD Integrated Development, Algeria (BHP Billiton 36.04%, joint operating entity
comprising BHP Billiton/SONATRACH)

The ROD Integrated Development consists of the development of six satellite
oilfields in the Berkine Basin in eastern Algeria. The project will produce
80,000 barrels of Saharan Blend crude oil per day, with associated gas being
reinjected into the reservoir together with water to provide pressure support to
the reservoir. The development drilling has been concluded and a total of 34
development wells are currently available for production operations. First oil
is expected for fourth quarter 2004 and the project is expected to be delivered
within the original budget. BHP Billiton's share is US$192 million.

Minerva, Australia (BHP Billiton 90%, operated)

In May 2002, BHP Billiton approved the Minerva gas field project in the offshore
Otway Basin in Victoria. The final part of the Minerva development, the gas
plant, is now approaching completion. Construction is well advanced and
pre-commissioning has started. All other parts of the Minerva Development are
now ready to produce, with the Minerva 3 and 4 wells completed, onshore and
offshore flowlines installed, and all tie-ins made from the wellhead through to
the gas plant. Initial production is expected in the fourth quarter of 2004, and
BHP Billiton's share of capital expenditure is US$150 million. This was revised
in the March 2004 quarter.

Caesar/Cleopatra Transportation Systems, Gulf of Mexico, USA (BHP Billiton
interest in Caesar pipeline, 25%; interest in Cleopatra pipeline, 22%.
Non-operated)

BHP Billiton acquired a 25 per cent interest in the Caesar oil pipeline and a 22
per cent interest in the Cleopatra gas pipeline, which will transport production
from the Mad Dog and Atlantis fields to pipelines closer to shore. During the
quarter, commissioning equipment was set up on the Mad Dog platform with
preparatory flushing operations commencing at the end of August. The project is
expected to be delivered within the budget of US$132 million and on schedule to
begin operation with first production at third-party facilities, in advance of
first hydrocarbon production from Mad Dog and Atlantis.

Atlantis Development, Gulf of Mexico, USA (BHP Billiton 44%, non-operated)

BHP Billiton completed full capital allocation for the Atlantis project in
February 2003. Our share of total project expenditure for this Gulf of Mexico
oil and gas field is US$1.1 billion. The sanctioned facility is designed to
produce at a daily rate of up to 150,000 barrels of crude oil and 180 million
cubic feet of natural gas. During the quarter, the hull was launched from the
dry dock, following a brief delay due to an approaching hurricane. All major
deck floats have been completed on the topsides. The development drilling
campaign has commenced. The project remains on budget and on schedule for first
production in the third quarter of 2006.



MINERALS DEVELOPMENT



Aluminium

Worsley Development Capital Projects (DCP), Australia (BHP Billiton 86%)

The Worsley Alumina Development Capital Projects was approved in May 2004 with a
budget of US$192 million (US$165 million BHP Billiton share). The project will
increase alumina capacity by 250,000 tonnes per annum (215,000 tonnes per annum
BHP Billiton share) to a capacity of 3.5 million tonnes per annum (3.01 million
tonnes per annum BHP Billiton share). Engineering and procurement activities are
continuing. Construction work is progressing in a number of areas with the main
piling work complete and civil work nearing completion. Commissioning of the DCP
is scheduled for the first quarter of 2006.


Base Metals

Escondida Norte, Chile (BHP Billiton 57.5%)

The development of the Escondida Norte pit, located approximately 5 kilometres
north of the existing Escondida mining operations, was approved in June 2003.
Pre-mine waste stripping continued during the quarter, using both contractor and
Escondida equipment, with a fourth truck-shovel fleet commencing during
September 2004. Total material movement in the pre-mine to the end of September
2004 was 82.7 million tonnes. Project development during the period involved the
completion of the mine fleet maintenance workshop, completion of the crusher
retaining structure, continued construction of the overland conveyor alignment
and the crusher foundation area and near completion of the electrical power
distribution. Overall project progress is approximately 48 per cent complete
with pre-mine development, design and construction activities on track to meet
first ore delivery to the crusher in the fourth quarter of 2005. Development
costs are estimated at US$400 million (BHP Billiton share US$230 million).


Escondida Sulphide Leach, Chile (BHP Billiton 57.5%)

The Escondida Sulphide Leach project was approved in April 2004. The project
will produce 180,000 tonnes (103,500 tonnes BHP Billiton share) of copper
cathode per annum, utilising a bacterially assisted leaching process on
low-grade run-of-mine ore from both the Escondida and Escondida Norte pits. The
resulting solutions will then be treated in conventional solvent extraction and
electrowinning plants. Detailed engineering and procurement activities are
continuing. Construction development is underway including temporary roads,
construction offices, fuelling station and employee camp expansions. Development
costs are estimated at US$870 million (US$500 million BHP Billiton share) and
production is scheduled to begin during the second half of 2006.

Carbon Steel Materials

Dendrobium Coal Project, Australia

The Dendrobium Mine will be a low cost underground longwall operation capable of
producing 5.2 Mtpa of raw coal (3.6 Mtpa of clean coal). The mine surface
facilities, ventilation shaft, washery upgrade and Kemira Valley Rail Coal
Loading facilities have been successfully commissioned. Construction activities
associated with the thermal drier are well underway and process commissioning of
the first module has commenced. The majority of the project's remaining work is
related to the underground drivage required to install and commission the
longwall. All mining units have passed through the zone where difficult mining
conditions had been experienced and are producing at expected rates. A review of
project costs has been completed and, primarily as a result of those previous
mining conditions, the project cost is expected to be approximately US$200
million, an increase of around 18 per cent above the original budget. We
continue to expect longwall commencement in the middle of 2005.

Diamonds and Specialty Products

Panda Underground Project, EKATI Diamond Mine, Canada (BHP Billiton 80%)

The Panda Underground Project, approved in May 2004, is a 2,600 tonnes per day
sub-level retreat mine that will deliver approximately 4.6 million tonnes of ore
and 4.7 million carats of high value Panda diamonds to the EKATI process plant
over a 6 year production life. Construction activities associated with the mine
surface facilities, first ventilation shaft, and underground development are
well underway. Overall project progress is approximately 42 per cent complete.
The capital cost of the project is expected to be US$182 million (BHP Billiton
share US$146 million), with first ore production on schedule for early 2005.


Stainless Steel Materials

Ravensthorpe Nickel Project, Australia

The Ravensthorpe Nickel Project was approved in March 2004. The project includes
the development of a mine, treatment plant and associated infrastructure near
Ravensthorpe in Western Australia. The Ravensthorpe processing plant will
produce a mixed nickel-cobalt hydroxide intermediate product (MHP). Engineering
and procurement activities are proceeding on schedule. The construction camp has
been opened and good progress is being made on the access roads and bulk
earthworks contracts. Funding has been secured from the State and Federal
government for community infrastructure and the services necessary to support
the implementation of a locally based workforce. The capital cost for the
project is expected to be US$1.05 billion, with the first shipment of MHP from
Ravensthorpe expected by the second quarter of 2007.

Yabulu Extension Project, Australia

The Yabulu Extension Project was approved in March 2004. The metal refining
section of the QNI Yabulu refinery near Townsville in Queensland is being
expanded to process up to 220,000 tonnes of MHP. This additional processing
capacity will increase refinery production to 76,000 tonnes of nickel and 3,500
tonnes of cobalt. Engineering and procurement activities are proceeding on
schedule. The capital cost for the project is expected to be US$350 million,
with first nickel metal production from the expanded Yabulu refinery expected by
late 2007.


PETROLEUM EXPLORATION

Exploration and appraisal wells drilled during the quarter or in the process of
drilling as at 30 September 2004.


  WELL                          LOCATION                 BHP BILLITON EQUITY           STATUS                         

  Indian                        Australia,               20% BHP Billiton;             Plugged and abandoned. Dry     
                                WA-271-P/WA-255-P        Woodside operator             hole.                          
                                Carnarvon Basin                                                                       

  Stickle - 2 & 3 side track    Australia,               71.43% BHP Billiton           Hydrocarbons encountered. See  
                                WA-12-R                  operator                      News@BHP Billiton release of   
                                Carnarvon Basin                                        13 August 2004.                

  Joseph - 1                    Gulf of Mexico,          20% BHP Billiton;             Drilling ahead.                
                                High Island Block 10L    Shell operator                                               

  Shenzi-3 & side track         Gulf of Mexico,          44% BHP Billiton operator     Hydrocarbons encountered in    
                                Green Canyon 653                                       Shenzi-3. Sidetrack well       
                                                                                       drilling ahead.                

  Starlifter-1                  Gulf of Mexico,          30.95% BHP Billiton;          Encountered gas. Well          
                                West Cameron 77          Newfield operator             completed as future producer.  

  Rhino                         Philippines,             28.1% BHP Billiton;           Plugged and abandoned. Dry     
                                SC-41 Sandakan Basin     Unocal operator               hole.    


MINERALS EXPLORATION


The minerals exploration group of BHP Billiton continued to pursue global
exploration opportunities for key commodities of interest to the group utilising
both the Junior Alliance Program and in-house capabilities.

The mini-bulk sample results on the BHP Billiton Qilalugaq property near Repulse
Bay, Nunavut, Canada have been received. Diamonds were recovered from four
separate samples, although none of the samples contained values that would be
expected to be economic.



EXPLORATION EXPENDITURE

During the quarter, BHP Billiton spent US$26 million on minerals exploration,
all of which was expensed, and US$61 million on petroleum exploration, of which
US$30 million was expensed.


                                        ****

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http://www.bhpbilliton.com

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