Issue of New Securities

BHP Billiton Limited
04 June 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.





'For the information of your local market, please find following an Appendix 3B
to the Listing Rules of the Australian Stock Exchange filed with that Exchange
following the issue of new securities in BHP Billiton Limited under various
employee incentive share schemes during the period 1 November 2002 to 30 April
2003. K J Wood Secretary.'


                                                Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                                Appendix 3B

                            New issue announcement,

               application for quotation of additional securities

                               and agreement

Information or documents not available now must be given to ASX as soon as
available. Information and documents given to ASX become ASX's property and may
be made public.


        Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000.



Name of entity

        BHP BILLITON LIMITED



ACN, ARBN or ARSN

        004 028 077



        We (the entity) give ASX the following information.



Part 1 - All issues


        You must complete the relevant sections (attach sheets if there is not
        enough space).

1      +Class of +securities issued or to be
       issued                                              Fully Paid Ordinary Shares


2      Number of +securities issued or to be
       issued (if known) or maximum number which           9,978,692
       may be issued

3      Principal terms of the +securities (eg, if
       options, exercise price and expiry date; if         Not applicable
       partly paid +securities, the amount
       outstanding and due dates for payment; if
       +convertible securities, the conversion
       price and dates for conversion)



4      Do the +securities rank equally in all      The additional securities rank equally in all respects with existing
       respects from the date of allotment with an quoted securities from the date of allotment or, in the case of
       existing +class of quoted +securities?      Executive Share Scheme shares, from the date of payment of the final
                                                   call amount.
       If the additional securities do not rank
       equally, please state:

         • the date from which they do
         • the extent to which they participate
           for the next dividend, (in the case of
           a trust, distribution) or interest
           payment
         • the extent to which they do not rank
           equally, other than in relation to the
           next dividend, distribution or interest
           payment


5      Issue price or consideration                 i. Executive Share Scheme:

                                                       40,000 @ $ 8.49 a share paid to one dollar thirty-six cents.

                                                       30,000 @ $ 9.62 a share paid to one dollar thirty-six cents.

                                                       20,000 @ $12.12 a share paid to one dollar forty cents.

                                                       40,000 @ $16.87 a share paid to one dollar thirty-six cents.

                                                       24,543 @ nominal value

                                                   ii. Employee Share Plan:

                                                       95,000 @ $18.00 a share

                                                       1,389,844 @ $17.08 a share

                                                       113,500 @ $17.09 a share

                                                       74,500 @ $17.09 a share

                                                       300,986 @ $ 8.29 a share

                                                       162,648 @ $ 8.30 a share

                                                       19,500 @ $13.30 a share

                                                       75,000 @ $13.31 a share

                                                       10,000 @ $13.01 a share

                                                       691,500 @ $14.29 a share

                                                       5,000 @ $15.62 a share

                                                       180,000 @ $14.30 a share

                                                       25,000 @ $14.30 a share

                                                       29,500 @ $14.12 a share

                                                       92,150 @ $14.13 a share

                                                       1,729,100 @ $14.30 a share

                                                       1,000 @ $14.13 a share

                                                       4,829,921 @ nominal value


6      Purpose of the issue                         i. The purpose and terms of issue in respect of the Executive Share
                                                       Scheme are contained in the Explanatory Booklet (previously
       (If issued as consideration for the             forwarded). Includes issue of bonus shares in order to compensate
       acquisition of assets, clearly identify         partly paid shareholders for loss suffered due to an anomaly in
       those assets)                                   relation to the treatment of the Executive Shares under the BHP
                                                       Steel Demerger.
                                                   ii. Allotment of 4,994,228 shares issued as a result of exercised
                                                       options to shareholders participating in the Company's Employee
                                                       Share Plan in accordance with the terms and conditions of the
                                                       Plan.
                                                   iii. Allotment of 4,829,921 shares issued as a result of exercised
                                                       options in consideration of the July 2001 BHP Billiton DLC Merger
                                                       1.0651 for 1 Bonus Issue to shareholders participating in the
                                                       Company's Employee Share Plan & Executive Share Scheme.
                                                   iv. Employee Share Plan: The purpose and terms of issue in respect of
                                                       the Employee Share Plan are contained in the Explanatory Booklet
                                                       (previously forwarded).


7      Dates of entering +securities into           a. Executive Share Scheme: 21 January 2003 to
       uncertificated holdings or despatch of          3 April 2003.
       certificates                                 b. Employee Share Plan Options: 1 November 2002 to 30 April 2003.




                                                           Number                       +Class

8      Number and +class of all +securities quoted
       on ASX (including the securities in clause          3,746,966,809                Ordinary shares fully paid
       2 if applicable)


                                                           Number                       +Class

9      Number and +class of all +securities not                                 
       quoted on ASX (including the securities in          25,481,988           Employee Share Plan Options
       clause 2 if applicable)                                                  
                                                           240,000              Ordinary shares paid to $1.40
                                                                                
                                                           1,155,000            Ordinary shares paid to $1.36
                                                                                
                                                           6,120,682            Performance Share Plan Performance
                                                                                Rights

                                                           11,451,354           Group Incentive Scheme
                                                                                Performance Shares

10     Dividend policy (in the case of a trust,    The additional securities will participate fully in future dividends
       distribution policy) on the increased
       capital (interests)



Part 2 - Bonus issue or pro rata issue

11     Is security holder approval required?                   Not Applicable
                                                               


12     Is the issue renounceable or non-renounceable?          Not Applicable


13     Ratio in which the +securities will be offered          Not Applicable


14     +Class of +securities to which the offer                Not Applicable
       relates                                                 


15     +Record date to determine entitlements                  Not Applicable


16     Will holdings on different registers (or
       subregisters) be aggregated for calculating             Not Applicable
       entitlements?

17     Policy for deciding entitlements in relation to
       fractions                                               Not Applicable


18     Names of countries in which the entity has
       +security holders who will not be sent new              Not Applicable
       issue documents

       Note: Security holders must be told how their
       entitlements are to be dealt with.

       Cross reference: rule 7.7.

19     Closing date for receipt of acceptances or
       renunciations                                           Not Applicable


20     Names of any underwriters                               Not Applicable


21     Amount of any underwriting fee or commission            Not Applicable


22     Names of any brokers to the issue                       Not Applicable


23     Fee or commission payable to the broker to the
       issue                                                   Not Applicable


24     Amount of any handling fee payable to brokers
       who lodge acceptances or renunciations on               Not Applicable
       behalf of +security holders

25     If the issue is contingent on +security
       holders' approval, the date of the meeting              Not Applicable


26     Date entitlement and acceptance form and
       prospectus will be sent to persons entitled             Not Applicable


27     If the entity has issued options, and the terms
       entitle option holders to participate on                Not Applicable
       exercise, the date on which notices will be
       sent to option holders

28     Date rights trading will begin (if applicable)          Not Applicable


29     Date rights trading will end (if applicable)            Not Applicable


30     How do +security holders sell their
       entitlements in full through a broker?                  Not Applicable


31     How do +security holders sell part of their
       entitlements through a broker and accept for            Not Applicable
       the balance?

32     How do +security holders dispose of their
       entitlements (except by sale through a broker)?         Not Applicable


33     +Despatch date                                          Not Applicable




Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of
securities


34     Type of securities
       (tick one)

(a) X Securities described in Part 1



(b)         All other securities

            Example: restricted securities at the end of the escrowed period, partly paid securities that become fully
            paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion
            of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


        (If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or
documents


35     N/A       The names of the 20 largest holders of the additional +securities, and the number and percentage of
                 additional +securities held by those holders



36     N/A       A distribution schedule of the additional +securities setting out the number of holders in the
                 categories

                 1 - 1,000

                 1,001 - 5,000

                 5,001 - 10,000

                 10,001 - 100,000

                 100,001 and over

37     N/A       A copy of any trust deed for the additional +securities
      (now go to 43)

Entities that have ticked box 34(b)

38     Number of securities for which +quotation is
       sought                                                 Not Applicable


39     Class of +securities for which quotation is
       sought                                                 Not Applicable


40     Do the +securities rank equally in all
       respects from the date of allotment with an            Not Applicable
       existing +class of quoted +securities?

       If the additional securities do not rank
       equally, please state:

         • the date from which they do
         • the extent to which they participate for
           the next dividend, (in the case of a
           trust, distribution) or interest payment
         • the extent to which they do not rank
           equally, other than in relation to the
           next dividend, distribution or interest
           payment


41     Reason for request for quotation now
                                                              Not Applicable
       Example: In the case of restricted securities,
       end of restriction period

       (if issued upon conversion of another
       security, clearly identify that other
       security)


                                                             Number                            +Class

42     Number and +class of all +securities quoted
       on ASX (including the securities in clause            Not Applicable
       38)
      (now go to 43)

All entities

Fees
43       Payment method (tick one)
                  Cheque attached

                  Electronic payment made

                  Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same
                  time.

                  Periodic payment as agreed with the home branch has been arranged

                  Note: Arrangements can be made for employee incentive schemes that involve frequent issues of
                  securities.
         X         To be invoiced


Quotation agreement


        1 +Quotation of our additional +securities is in ASX's absolute
        discretion. ASX may quote the +securities on any conditions it decides.

        2 We warrant to ASX that the issue of the +securities to be quoted
        complies with the law and is not for an illegal purpose, and that there
        is no reason why those +securities should not be granted +quotation. We
        warrant to ASX that an offer of the +securities for sale within 12
        months after their issue will not require disclosure under section 707
        (3) of the Corporations Law.

        3 We will indemnify ASX to the fullest extent permitted by law in
        respect of any claim, action or expense arising from or connected with
        any breach of the warranties in this agreement.

        4 We give ASX the information and documents required by this form. If
        any information or document not available now, will give it to ASX
        before +quotation of the +securities begins. We acknowledge that ASX is
        relying on the information and documents. We warrant that they are (will
        be) true and complete.



        Sign here: .. . Date: .......4/6/2003.....................

        (Director/Deputy Company Secretary)

        Print name: R V Taylor



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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