Additional Listing

BHP Billiton Limited
09 January 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.






        Date 9th January 2003

__________________________________________________________________



      ASX Appendix 3B - Application for Quotation of Additional Securities




'For the information of your local markets, please find following a filing with
the Australian Stock Exchange concerning the quotation of additional shares in
BHP Billiton Limited arising from the operation of employee share schemes.'



Roger Taylor - Deputy Company 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          22,858,876
       may be issued

3      Principal terms of the +securities (eg, if
       options, exercise price and expiry date;           Not applicable
       if 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   quoted securities from the date of allotment or, in the case of
       an 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:

                                                      25,000 @ $ 9.98 a share paid to sixty-seven cents.

                                                      75,000 @ $ 7.74 a share paid to sixty-seven cents.

                                                      60,000 @ $ 9.18 a share paid to sixty-seven cents.

                                                      50,000 @ $10.31 a share paid to sixty-seven cents.

                                                      13,500 @ $12.91 a share paid to sixty-seven cents.

                                                      55,000 @ $16.01 a share paid to sixty-seven cents.

                                                      30,000 @ $18.94 a share paid to sixty-seven cents.

                                                      30,000 @ $17.56 a share paid to sixty-seven cents.

                                                      50,000 @ $15.55 a share paid to sixty-seven cents.

                                                      35,000 @ $15.32 a share paid to sixty-seven cents.

                                                      50,000 @ $ 7.05 a share paid to one dollar thirty-six cents.

                                                      50,000 @ $ 8.49 a share paid to one dollar thirty-six cents.

                                                      95,000 @ $ 9.62 a share paid to one dollar thirty-six cents.

                                                      100,000 @ $12.22 a share paid to one dollar thirty-six cents.

                                                      70,000 @ $15.32 a share paid to one dollar thirty-six cents.

                                                      285,000 @ $18.25 a share paid to one dollar thirty-six cents.

                                                      70,000 @ $16.87 a share paid to one dollar thirty-six cents.

                                                      170,000 @ $14.86 a share paid to one dollar thirty-six cents.

                                                      150,000 @ $14.63 a share paid to one dollar thirty-six cents.

                                                      60,000 @ $12.12 a share paid to one dollar forty cents.

                                                  ii. Employee Share Plan:

                                                      137,500 @ $18.51 a share

                                                      153,156 @ $17.08 a share

                                                      58,000 @ $19.42 a share

                                                      25,000 @ $19.43 a share

                                                      14,500 @ $17.09 a share

                                                      8,034 @ $ 8.98 a share

                                                      137,575 @ $ 8.29 a share

                                                      23,539 @ $ 8.30 a share

                                                      474,450 @ $15.32 a share

                                                      1,109,066 @ $13.89 a share

                                                      75,000 @ $18.97 a share

                                                      97,500 @ $17.54 a share

                                                      94,500 @ $15.33 a share

                                                      909,436 @ $13.90 a share

                                                      15,000 @ $14.73 a share

                                                      6,000 @ $13.30 a share

                                                      5,000 @ $14.74 a share

                                                      5,000 @ $13.31 a share

                                                      1,274,500 @ $15.72 a share

                                                      371,000 @ $14.29 a share

                                                      3,104,300 @ $15.73 a share

                                                      1,007,200 @ $14.30 a share

                                                      25,000 @ $15.63 a share

                                                      68,900 @ $15.55 a share

                                                      146,700 @ $14.12 a share

                                                      135,200 @ $15.56 a share

                                                      279,300 @ $14.13 a share

                                                      10,656,900 @ nominal value

                                                  iii. Performance Share Plan:

                                                  688,590 @ $9.46 a share

                                                  229,530 @ $9.45 a share



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).
       acquisition of assets, clearly identify
       those assets)                              ii. Allotment of 9,760,356 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 10,656,900 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).

                                                   v. Performance Share Plan: The purpose and terms of issue in respect
                                                      of the Performance Share Plan are contained in the Explanatory
                                                      Booklet (previously forwarded).

7      Dates of entering +securities into          a. Executive Share Scheme: 16 April 2002 to
       uncertificated holdings or despatch of         21 October 2002.
       certificates                                b. Employee Share Plan Options: 3 April 2002 to
                                                      31 October 2002.
                                                   c. Performance Share Plan Rights: 28 August 2002 to 29 August 2002.



                                                          Number                         +Class

8      Number and +class of all +securities
       quoted on ASX (including the securities in         3,736,988,117                  Ordinary shares fully paid
       clause 2 if applicable)


                                                          Number                         +Class

9      Number and +class of all +securities not           31,409,385             Employee Share Plan Options
       quoted on ASX (including the securities in         
       clause 2 if applicable)                            260,000                Ordinary shares paid to $1.40

                                                          1,265,500              Ordinary shares paid to $1.36

                                                          6,235,281              Performance Share Plan Performance
                                                                                 Rights
                                                          

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 relates         Not Applicable


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 issue         Not Applicable
       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 behalf         Not Applicable
       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 the         Not Applicable
       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:         .........................

        (Deputy Company Secretary)




        Print name:
        .........................................................


                                     == == == == ==


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 Victoria     Registered Office: 1-3 Strand London WC2N 5HA United Kingdom
3000                                                        Telephone [phone] Facsimile [phone]
Telephone [phone] Facsimile [phone]

              The BHP Billiton Group is headquartered in Australia


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