On-market Share Buy-back

BHP Billiton Limited
16 September 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.



16 September 2004



To:
Australian Stock Exchange
London Stock Exchange
New York Stock Exchange
Swiss Stock Exchange
Johannesburg Stock Exchange
Deutsche Bank




From: BHP Billiton Limited and BHP Billiton Plc

BHP Billiton Limited On-market Share Buy-back



Please find attached, for the information of your markets, a notice in the form
(Appendix 3D) required by the Listing Rules of the Australian Stock Exchange
advising of a change to the BHP Billiton Limited on-market share buy-back
program.

The program has been extended by 12 months to 30 September 2005.

Under this program, up to 186 000 000 BHP Billiton Limited shares are able to be
bought back on market by BHP Billiton Limited and cancelled, less the aggregate
number of BHP Billiton Plc shares known to BHP Billiton Limited to have been
purchased by Nelson Investment Limited since 1 July 2001 which in turn may be
cancelled or placed in the market. As at 16 September 2004, 177 975 378 BHP
Billiton Limited shares remain able to be bought and cancelled under the
program.

The level of share purchases undertaken will remain subject to prevailing market
conditions and alternative capital investment opportunities available to the
Group.



Karen Wood
Company Secretary



                          Changes relating to buy-back

                       (except minimum holding buy-back)

Information and documents given to ASX become ASX's property and may be made
public.


        Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001.





Name of entity

BHP Billiton Limited

ABN

49 004 028 077

We (the entity) give ASX the following information.


1  Date that an Appendix 3C or the last Appendix 3D was given to ASX


21 August 2003

Information about the change

Complete each item for which there has been a change and items 9 and 10.

                                                Column 1                        Column 2

                                                (Details announced to market in (Details of change to
                                                Appendix 3C or last Appendix    buy-back proposals)
                                                3D)
    On-market buy-back

2   Name of broker who will act on the
    company's behalf


3   Deleted 30/9/2001.

4   If the company intends to buy back a
    maximum number of shares - that number

    Note: This requires a figure to be
    included, not a percentage. The reference
    to a maximum number is to the total number
    including shares already bought back and
    shares remaining to be bought back. If the
    total has not changed, the item does not
    need to be completed.

                                                Column 1                        Column 2

                                                (Details announced to market in (Details of change to
                                                Appendix 3C or last Appendix    buy-back proposals)
                                                3D)

5   If the company intends to buy back a
    maximum number of shares - the number
    remaining to be bought back


6   If the company intends to buy-back shares   Up to and including 30          Up to and including 30
    within a period of time - that period of    September 2004                  September 2005
    time; if the company intends that the
    buy-back be of unlimited duration - that
    intention


7   If the company intends to buy back shares
    if conditions are met - those conditions



All buy-backs


8   Any other change



9   Reason for change

Extension of period of buy-back program for capital management purposes



10  Any other information material to a shareholder's decision whether to accept
the offer (eg, details of any proposed takeover bid)



Compliance statement

1.     The company is in compliance with all Corporations Act requirements
relevant to this buy-back.

2.     There is no information that the listing rules require to be disclosed
that has not already been disclosed, or is not contained in, or attached to,
this form.






Sign here:   Karen Wood                                Date: 16 September 2004
            (Company Secretary)

Print name: Karen J Wood


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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