Purchase of Own Securities

BHP Billiton Limited
21 August 2003

     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.



21 August 2003



To:

Australian Stock Exchange
London Stock Exchange
New York Stock Exchange
Swiss Stock Exchange
New Zealand Stock Exchange
Johannesburg Stock Exchange
Paris Bourse (Euronext)
Deutsche Bank

From: BHP Billiton Limited and BHP Billiton Plc



               Re: 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 2004.

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 21 August 2003, 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.



K J Wood

Company Secretary



                                  Appendix 3D


                          Changes relating to buy-back

                       (except minimum holding buy-back)



Name of entity     ABN
                              BHP Billiton Limited                                               49 004 028 077

We (the entity) give ASX the following information.
1. Date that an Appendix 3C or the last Appendix 3D was                            21 May 2003
given to ASX





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 buy-back
                                                        Appendix 3C or last Appendix 3D) proposals)
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 buy-back
                                                   Appendix 3C or last Appendix 3D)  proposals)

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               Up to and including
within a period of time - that period of time; if  30 September 2003                 30 September 2004
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:                          Date: 21 August 2003

        (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: 600 Bourke Street Melbourne              Registered Office: Neathouse Place London SW1V 1BH 
Victoria 3000                                               United Kingdom
Telephone [phone] Facsimile [phone]         Telephone [phone] Facsimile [phone]

              The BHP Billiton Group is headquartered in Australia








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