E&D Rpt Q/E 30 Sept 2003

BHP Billiton Limited
23 October 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                 23 October 2003
Number               32/03


                  BHP BILLITON QUARTERLY REPORT ON EXPLORATION

                           AND DEVELOPMENT ACTIVITIES

                           July 2003 - September 2003


This report covers exploration and development activities for the quarter ended
30 September 2003. 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 14 projects currently under construction, 12 are currently within Board
approved expenditure limits and are tracking on or ahead of schedule. The
exceptions are Minerva and the ROD Integrated development.



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. During
the quarter, fabrication of the facilities topsides continued on all three
production modules. Qualification testing of critical subsea components was
progressed, as was detailed design of the hull. The project remains on budget
and on schedule for first production in the third quarter of 2006.


OHANET Development, Algeria (BHP Billiton 45%, joint operating organisation
comprising BHP Billiton/SONATRACH)

The OHANET Development consists of the development of four gas-condensate
reservoirs in the Illizi Basin in southern Algeria. The project will provide a
gas treatment facility with a capacity of 20 million standard cubic metres per
day fed by 47 production wells, of which 32 will be new and 15 will be
re-completions of existing oil producers. 3D seismic data across all reservoirs
has been processed and incorporated into the reservoir models. A total of 28 new
wells have been drilled and completed and 15 existing wells re-completed. The
last four wells have been deferred to allow three to four years of production
history to be gathered. Construction is complete and the plant is undergoing
advanced commissioning and testing, including of the gas and liquids export
systems. BHP Billiton's share of capital expenditure is US$464 million.


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. Construction continues on the hull (in Finland) and topsides (in the
USA), with an estimated 70 per cent of the work complete at the end of September
2003. The project is within budget (BHP Billiton share US$335 million), and
first production remains on schedule for the end of calendar year 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 September 2003 quarter, construction progressed on the
onshore storage terminal, engineering and fabrication of the offshore facilities
continued, and the first of four wellhead protection platforms was prepared for
loadout and installation. Recruitment of the initial group of operations
personnel was completed, with training commencing in September. First oil is
scheduled for the end of calendar year 2004.



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

Overall progress on the fourth liquefaction processing train is 78 per cent
complete and remains on schedule to start up in mid 2004. All major equipment is
on site and construction is 55 per cent complete. With the completion of
pipelay, the second trunkline is progressing as planned at 76 per cent complete.
Tie in of the second trunkline into the existing interfield line has started.
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. 36 development wells will be required, 10 of which will be
recompletions of already drilled wells. At the end of September 2003, 18 new
development wells had been completed and the 19th was well advanced. Procurement
of major equipment is now complete. Erection of the piperack steelwork, tank
farm construction, civil works at the Field Gathering Station (FGS) and
Intermediate Field Manifolds, and the welding and tie in of pipelines are all
well advanced. Over 2 million manhours have been completed at the construction
site without a Lost Time Incident. Overall project progress is 67.5 per cent
complete. Following a detailed project review, first production is now scheduled
for the middle of calendar year 2004, resulting from delays in procurement of
some equipment and materials. 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. The arrangement with the
original contracting joint venture is no longer in place. Tendering for a new
managing contractor to complete the gas plant has been initiated and award is
scheduled for October 2003. Work on the offshore and shore crossing activities
has resumed. To date, the offshore Minerva 3 and 4 production wells have been
drilled and completed, and the subsea trees installed. Construction of the
offshore flowline is scheduled to start towards the end of October 2003 and
preparations for installation of the shore crossing section of the flowline are
underway. The main length of onshore flowline has been installed. At the gas
plant site bulk earthworks and foundations are largely complete. The initial
target of first production in first quarter of 2004 will not be met, and in
light of the changes to contractual arrangements, the project's targets are
under review.


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 portion of the line is complete to a third party facility and
to Mad Dog, with engineering and pipe coating activities continuing on the
Caesar leg during the September 2003 quarter. 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

Aluminium

Mozal 2 Expansion, Mozambique (BHP Billiton 47.11%)

Construction work on the 253,000 tonne per annum Mozal II aluminium smelter
project was completed on 30 September 2003, seven months ahead of schedule.
Process commissioning has proceeded well and the plant reached full production
in August 2003. The final capital cost of the project was US$665 million (BHP
Billiton share US$313 million), a saving of US$195 million against the original
budget of US$860 million. This project is now fully operational and will no
longer be included in this report.


Hillside Expansion

Main construction work on the 130,000 tonne per annum Hillside III aluminium
smelter project commenced on 1 April 2002, and at the end of September 2003
overall construction work has reached 94 per cent completion. The potline
production facilities have been handed over to operations and first metal
production occurred on 3 October 2003, some six months ahead of schedule.
Production will be ramped up progressively with full production expected by the
first quarter of 2004. Expenditure to date indicates that the project will
likely be completed below the budgeted US$449 million.

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, as
part of Escondida's operating strategy to maintain copper production capacity in
future years. Pre-mine waste stripping commenced during the quarter with the
first blast at the new pit area on 30 September. The pre-mine pioneering
contract was awarded, the contractor mobilized to site and road/drill platforms
access development has commenced. External and internal recruitment activities
are on schedule and operational planning is on target to meet the project
milestone of start-up of the first mining shovel in December 2003. Purchase and
delivery of the major mining equipment to support the pre-mine is on target. The
construction phase of the project has commenced with the award of the
Engineering Procurement Construction and Management contract and an immediate
start on detailed engineering. Procurement of the crusher unit has progressed
with an order being placed. Early construction activities are progressing in
order to supply initial services to mine operations. Construction work is
progressing to schedule with the target date for first ore delivery in the
fourth quarter of 2005. Development costs are estimated at US$400 million (BHP
Billiton share US$230 million).

Carbon Steel Materials

Products & Capacity Expansion Project (PACE), 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.
The estimated capital cost for Stage 1 is US$351 million (BHP Billiton share
US$299 million).

Detailed engineering is complete and construction work continues on schedule.
The project is within budget and is on track to commission ahead of original
schedule in the first quarter of 2004.

Area C Project, 'C Deposit', Australia (BHP Billiton 85%)

The project provides for the development of a mine, processing plant, 38
kilometre rail spur and associated infrastructure for an operation to build up
to 15 Mtpa at Area C, which is situated approximately 120 kilometres from Newman
in Western Australia's Pilbara region.

Construction work is complete at both the plant and infrastructure rail and road
sites. First ore was railed from Area C to the port at Nelson Point on 16 August
2003, and the first shipment of ore departed Nelson Point on 24 September 2003.
Overall the project was completed within the budget of US$213 million (BHP
Billiton share US$181 million) and was commissioned ahead of schedule during the
third quarter of 2003, with production ramp up continuing into the fourth
quarter of 2003.



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 the Port Kembla steelworks, which is located seven kilometres
from the mine site.

Construction activities associated with the mine surface facilities and
ventilation shaft are essentially complete. Commissioning of the coal loading
facilities (Kemira Valley) is underway with the first trains loaded during
September 2003. Construction activities associated with the washery upgrade and
the thermal drier installation are well underway. The project is approximately
45 per cent complete with two of the three trunk conveyor belt installations
being successfully commissioned.

Just over 65 per cent of the project's capital has been committed to date. The
capital forecast remains unchanged at US$170 million. Forecast longwall
commencement is tracking ahead of schedule and is expected in the first quarter
of 2005.


Energy Coal

Mount Arthur North, Australia

The Mount Arthur North Mine will be capable of producing up to 12 million tonnes
of saleable thermal coal per annum when full production is achieved in 2006.
Construction activities associated with the Coal Handling and Preparation Plant
are complete and in the final stages of commissioning. During the September 2003
quarter, product was supplied to both the export and domestic thermal coal
markets in line with the ramp up plan.

The project is progressing to plan with final capital cost forecast to be below
the approved budget of US$411 million.



PETROLEUM EXPLORATION

Exploration and appraisal wells drilled during the quarter or in the process of
drilling as at 30 June 2003.

WELL                      LOCATION                      BHP BILLITON EQUITY        STATUS

Bimurraburra-1            Trinidad Block 3(a)           30% BHP Billiton operator  Drilling ahead.

Howler-1                  Trinidad Block 2(c)           64.29% BHP Billiton        Plugged and abandoned with
                                                        operator                   hydrocarbon shows.

Neptune-5 (including 2    Gulf of Mexico, Atwater       35% BHP Billiton operator  See News Release of 8 August
side tracks)              Valley Block 57                                          2003.

Puma-1                    Gulf of Mexico, Green Canyon  33.3% BHP Billiton; BP     Drilling ahead.
                          823                           operator

Shenzi-2                  Gulf of Mexico, Green Canyon  44% BHP Billiton operator  Drilling ahead.
                          653

Tiger-1                   Gulf of Mexico, Green Canyon  100% BHP Billiton operator Plugged and abandoned.
                          195

Carteret-1                Western Australia, North West 16.67% BHP Billiton;       Plugged and abandoned.
                          Shelf                         Woodside operator
                          WA-4-L

Crosby-1*                 Australia, Exmouth Sub-Basin  71.43% BHP Billiton        Oil discovery. Encountered gross
                          WA-12-RL                      operator                   oil column of 34.7 metres with
                                                                                   29.4 metres of net pay.

Ravensworth-1             Australia, Exmouth Sub-Basin  40% BHP Billiton operator  See News at BHP Billiton release
                          WA-12-RL                                                 of 23 July 2003.

Van Gogh-1                Australia, Exmouth Sub-Basin  40% BHP Billiton operator  Plugged and abandoned.
                          WA-155-P                                                 Encountered hydrocarbons.

* Drilled in December 2003 quarter.



MINERALS EXPLORATION

The exploration group of BHP Billiton Minerals continued to pursue global
exploration opportunities for key commodities of interest to the group utilising
both the Junior Alliance Program and in house generative capabilities.

In August 2003, BHP Billiton sold its 51% interest in the Mt Woods Joint Venture
to its junior alliance partner Minotaur Resources Limited for approximately US$5
million in cash that is payable in two instalments.

During the quarter, BHP Billiton spent US$15 million on minerals exploration, of
which US$13 million was expensed.



EXPLORATION EXPENDITURE

Information related to exploration expenditure will be included in the BHP
Billiton first quarter results, to be released on 29 October 2003.

Further information on BHP Billiton can be found on our Internet site: 
http://www.bhpbilliton.com


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