March 9, 2005

Via U.S. Mail

Mr. Charles Goodyear
Chief Executive Officer
BHP Billiton Limited
BHP Billiton PLC
180 Lonsdale Street
Melbourne, Victoria 3000
Australia

RE:		BHP Billiton Limited and BHP Billiton PLC
      20-F for the fiscal year ended June 30, 2004
		File Nos. 1-09526 and 1-31714

Dear Mr. Goodyear:

      We have limited our review of your Form 20-F to disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and will make no further review of
the
Form 20-F.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



General -

We note that the 20-F for the fiscal year ended June 30, 2003
filed
jointly by BHP Billiton Limited and BHP Billiton PLC (the "BHP
Billiton Group") states at page 80 that the BHP Billiton Group
holds
a 75% managing interest in an International Economic Association
Contract regarding a project in San Felipe, Cuba.  The remaining
25%
is owned by the Cuban government entity Geominera SA.  Exhibit 8.1
to
the 20-F for 2003 lists Billiton Sudan B.V., with the designation
"(In Liquidation)", as a BHP Billiton PLC Company.  There is no
mention of any activity in Cuba or of Billiton Sudan B.V. in the
20-F
for 2004.

Please advise us whether the Company had operations in Cuba and/or
Sudan during fiscal 2004, and whether the Company continues to
operate in those countries

In light of the fact that Sudan and Cuba have been identified by
the
U.S. State Department as state sponsors of terrorism, and are
subject
to economic sanctions administered by the U.S. Treasury
Department`s
Office of Foreign Assets Control, please describe for us the
Company`s past and present operations in each of these countries;
advise us of the materiality to the Company of its operations in
each
country; and give us your view as to whether those operations,
individually or in the aggregate, constitute a material investment
risk for your security holders.  In preparing your response please
consider that evaluations of materiality should not be based
solely
on quantitative factors, but should include consideration of all
factors, including the potential impact of corporate activities
upon
a company`s reputation and share value, that a reasonable investor
would deem important in making an investment decision.

Exhibit 11.1 to the 20-F for 2003 is BHP Billiton Limited`s Guide
to
Business Conduct.  The guide at page 15 states that "BHP Billiton
conducts business in countries . . . not subject to international
sanctions on trade and investment."  The guide at pages 25-26
discusses a Global Ethics Panel established to, among other
things,
"promote and support high standards of ethical conduct consistent
with the BHP Billiton Charter".  Please advise us how any activity
by
the BHP Billiton Group in Sudan and/or Cuba comports with Exhibit
11.1 to the 20-F for 2003.


Closing

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 942-7896 if you have any questions about the comment or
our
review.  You may also contact me at (202) 942-7817.


								Sincerely,




								Cecilia D. Blye, Chief
								Office of Global Security
Risk


cc: 	H. Roger Schwall
		Assistant Director
		Division of Corporation Finance
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Mr. Charles Goodyear
BHP Billiton Limited
BHP Billiton PLC
March 9, 2005
Page 1









UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0507

         DIVISION OF
CORPORATION FINANCE