E&D Rpt - Q/E 31 March 2004

BHP Billiton Limited
22 April 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                 22 April 2004
Number               21/04


                  BHP BILLITON QUARTERLY REPORT ON EXPLORATION

                           AND DEVELOPMENT ACTIVITIES

                           January 2004 - March 2004


This report covers exploration and development activities for the quarter ended
31 March 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 12 projects that were under construction during the quarter, 10 are
within Board approved expenditure limits and are tracking on or ahead of
schedule. (Refer to comments on Dendrobium Coal Project on page 4.) The
exceptions are Minerva and the ROD Integrated development. The Products and
Capacity Expansion Project (PACE) was commissioned during the quarter, under
budget and ahead of original schedule. The Ravensthorpe Yabulu Integrated Nickel
project and the Escondida Sulphide Leach project have recently been approved by
the Board of Directors.

PETROLEUM DEVELOPMENT

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 is US$1.1 billion. The
sanctioned facility is designed to produce at a daily rate of up to 150,000
barrels of oil and 180 million cubic feet of natural gas. Fabrication of the
hull began with the cutting of first steel at the shipyard in South Korea.
Fabrication of the topsides and hull facilities continued during the quarter.
The project remains on budget and on schedule for first production in the third
quarter of 2006.

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 development of the Gulf of Mexico oil and gas
field. During the quarter the hull arrived from Finland, was towed to its
location and successfully upended on 22 February 2004. Mooring installation is
complete. Work on the living quarters was completed in Sweden and the module
arrived in the USA. Topsides fabrication is continuing in the USA. At the end of
March 2004, the overall facility was approximately 85 per cent complete. First
production remains on schedule for 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 Greater Angostura oil and gas field off the northeast coast of
Trinidad. During the quarter fabrication continued on onshore facilities,
including oil storage tanks, pipelines and associated infrastructure.
Construction is complete on all four wellhead protector platforms, with one
already positioned offshore, and the remaining offshore facilities are being
prepared for installation and commissioning. The project remains on budget and
first oil production is on schedule for the end of 2004.

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

Overall progress on the fourth liquefaction processing train is 89 per cent
complete and remains on schedule to start up in mid 2004. Construction is 82 per
cent complete and pre-commissioning of some packages has commenced. The second
trunkline was commissioned in mid February. BHP Billiton's share of capital
expenditure is US$247 million.

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 Sahara Blend crude oil per day, with associated gas being
reinjected into the reservoir together with water to provide pressure support to
the reservoir. At the end of March 2004, the development drilling programme of
24 new development wells and one workover had been concluded and the rig was
being de-mobilised. 34 development wells are currently available for production
operations, 11 of which are completions of exploration and appraisal phase
wells. Procurement of major equipment and bulk materials is complete. Process
pipework spool prefabrication has been completed and delivered to the site. Over
5 million workhours have been completed at the construction site without a Lost
Time Incident. Overall project progress is 87 per cent complete. First
production is scheduled for the middle of calendar year 2004, one quarter behind
the original schedule. BHP Billiton's share of capital expenditure is US$192
million.

Minerva (BHP Billiton 90%, operated)

In September 2003, BHP Billiton changed the contractual arrangements relating to
the design and construction of the Minerva development. A new managing
contractor was appointed in October 2003 to complete the gas plant, and
engineering has progressed to an advanced stage. Procurement activities are well
underway and most long lead time items have been ordered. Construction
activities are increasing as concrete foundations are poured and delivery of
equipment commences. 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 wellhead through to gas plant.
Following a review of the project's targets, initial production is now expected
in the fourth quarter of calendar year 2004, and BHP Billiton's share of capital
expenditure is expected to be US$150 million.

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 product
from the Mad Dog and Atlantis fields to pipelines closer to shore. Installation
of the Cleopatra and Caesar portions has been completed to a third party
facility and to Mad Dog. Expenditure of up to US$132 million has been approved
by the Board for this project. The project is on budget and on schedule to
commence operation coinciding with first production at third party facilities,
in advance of first hydrocarbon production from Mad Dog and Atlantis.

MINERALS DEVELOPMENT

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.
The initial stripping shovel and associated haul trucks were moved into the
Escondida Norte site in early December 2003. The second fleet commenced during
February 2004. Pre-mine waste stripping continued during the quarter, using both
contractor and Escondida equipment. Total material movement in the pre-mine to
the end of March 2004 was 20.9 million tonnes. Construction activities continued
on the initial infrastructure requirements including maintenance facilities,
mine fuel station, electrical substations, service roads and offices. Pre-mine
development, design and construction activities are currently 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. 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

Products & Capacity Expansion Project, Australia (BHP Billiton 85%)

The project provides for the upgrade of the BHP Billiton rail and port
facilities in a staged process to meet forecast increases in sales of iron ore.

Construction work was completed, and commissioning and performance testing
activities continued during the quarter. The first shipment of iron ore was
loaded from the new facilities at the end of January 2004, ahead of the original
schedule. The project was completed at a cost of US$315 million (BHP Billiton
share US$268 million) compared with the budget of US$351 million (BHP Billiton
share US$299 million). This project will no longer be included in this report.

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 main customer for
the coking coal is BlueScope Steel, located seven kilometres from the mine site.
Board approved capital expenditure is US$170 million.

Construction activities associated with the mine surface facilities, ventilation
shaft, washery upgrade and Kemira Valley Rail Coal Loading facilities have been
completed and successfully commissioned. Construction activities associated with
the thermal drier are well underway. The majority of the project's remaining
work is related to the underground drivage required to install and commission
the longwall. Difficulties have been experienced with underground mining
conditions during the quarter, slowing development rates. One mining unit has
passed through this zone and is again producing at above expected rates. It is
anticipated that the other two units will have passed through this zone before
the end of May 2004 at which time the project costs will be reviewed. We
continue to expect longwall commencement in the middle of calendar year 2005.

Stainless Steel Materials

Ravensthorpe Yabulu Integrated Nickel Project, Australia

The Ravensthorpe Yabulu integrated nickel project was approved in March 2003.
The project includes the development of a mine, treatment plant and associated
infrastructure near Ravensthorpe in Western Australia, and the expansion of the
QNI Yabulu refinery near Townsville in Queensland. The Ravensthorpe processing
plant will produce a mixed nickel cobalt hydroxide intermediate product, which
will be packaged and shipped to Yabulu for final refining. The capital cost for
the combined project is expected to be US$1.4 billion. Construction is expected
to commence in late 2004, with first nickel metal production from the expanded
Yabulu refinery expected in late 2007.

PETROLEUM EXPLORATION

Exploration and appraisal wells drilled during the quarter or in the process of
drilling as at 31 March 2004.


  WELL                              LOCATION                   BHP BILLITON EQUITY       STATUS                       
  Scindian-4/Arwen                  Australia, Carnarvon       45% BHP Billiton          Deepening of Scindian-4 to   
                                    Basin, WA-10-L             operator (61.2% BHP       test deeper gas potential    
                                                               Billiton interest in      encountered sub-commercial   
                                                               Arwen)                    gas column.                  
  MLA_A6a (new Turrum appraisal     Australia, Bass Strait     50% BHP Billiton; ESSO    Preparing to log and         
  well drilled from Marlin          Vic L/3                    Australia operator        evaluate.                    
  platform)                                                                                                           
  Puncheon-1                        Trinidad Block 3(a)        30% BHP Billiton          Encountered 60 foot net oil  
                                                               operator                  column, tested 4,443 bbls/d  
                                                                                         on a 40/64 inch choke.       
  Puma-1                            Gulf of Mexico, Green      33.3% BHP Billiton; BP    Encountered 500 feet of net  
                                    Canyon 823                 operator                  oil. Two subsequent          
                                                                                         sidetrack bores also         
                                                                                         encountered oil. See News    
                                                                                         Release of 13 January 2004.  
  Shenzi-2                          Gulf of Mexico, Green      44% BHP Billiton          Drilling ahead. See News     
                                    Canyon 653                 operator                  Release of 12 November 2003. 
  Neptune 6-7                       Gulf of Mexico, Atwater    35% BHP Billiton          Neptune 6 - abandoned;       
                                    Valley 618                 operator                  Neptune 7 - Completed        
                                                                                         drilling. See News at BHP    
                                                                                         Billiton release of 20 April 
                                                                                         2004.                        
  Mad Dog Deep                      Gulf of Mexico, Green      23.9% BHP Billiton; BP    Drilling ahead to the 11     
                                    Canyon 826                 operator                  7/8' casing point at 21,250  
                                                                                         total vertical depth.        

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.

Work continues on the BHP Billiton Qilalugaq property near Repulse Bay, Nunavut,
Canada (BHP Billiton 100%), with equipment mobilisation and camp construction
having commenced. The bulk sampling of several kimberlite pipes and drill
testing of previously defined targets is scheduled to begin in April 2004.

EXPLORATION EXPENDITURE

During the quarter, BHP Billiton spent US$35 million on minerals exploration, of
which US$28 million was expensed, and US$59 million on petroleum exploration, of
which US$26 million was expensed.




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