Purchase of Own Securities

BHP Billiton Limited
21 May 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 markets, please find attached an Appendix 3D
to the Australian Stock Exchange Listing Rules required to be filed under those
Rules consequent upon a change in the maximum number of shares in BHP Billiton
Limited that can be bought back and cancelled by BHP Billiton Limited under an
existing and previously announced on - market buy-back program.

                                  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     20 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   Up to 178,425,378 shares less the Up to 177,975,378 shares less the
number of shares - the number remaining to be      aggregate number of BHP Billiton  aggregate number of BHP Billiton
bought back                                        Plc shares known to BHP Billiton  Plc shares known to BHP Billiton
                                                   Limited to have been purchased by Limited to have been purchased by
                                                   Nelson Investment Limited since 1 Nelson Investment Limited since 1
                                                    July 2001                        July 2001

6.  If the company intends to buy-back shares
within a period of time - that period of 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                              Purchase by Nelson Investment Limited of 450,000 BHP Billiton Plc
                                                   shares on 20 May 2003.




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 May 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 Victoria Registered Office: Neathouse Place London SW1V 1BH United
3000                                                    Kingdom
Telephone [phone] Facsimile [phone]     Telephone [phone] Facsimile [phone]

              The BHP Billiton Group is headquartered in Australia




                      This information is provided by RNS
            The company news service from the London Stock Exchange