March 17, 2005


Via facsimile to 713-499-5354 and U.S. mail
Mr. Howard Spiegel, Plan Administrator
BHB Billiton Limited
1360 Post Oak Boulevard, suite 150
Houston, TX 77056-3020

RE:	BHP USA Retirement Savings Plan
	Savings Plan for Hourly-Rated Employees of BHP Copper Inc.
	Forms 8-K filed March 10, 2005
            File No. 1-9526

Dear Mr. Spiegel:

      We have the following comments with regard to the above
referenced
filings.  We welcome any questions you may have about our
comments.  Feel
free to contact us at the telephone numbers listed at the end of
this
letter.
1. Please amend each of the Forms 8-K to provide the letter from
the
former auditor for the plans indicating the former auditor`s
agreement or
disagreement with the statements in the filing as they pertain to
the
former auditor.  File the letter as Exhibit 16 to the amended
Forms 8-K.
See Item 304(a)(3) of Regulation S-K.

 	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since
the company and its management are in possession of all facts
relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy
of the disclosures they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in
the filings reviewed by the staff do not foreclose the Commission
from
taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding
initiated by the Commission or any person under the federal
securities
laws of the United States.

In addition, please be advised that the Division of Enforcement
has access
to all information you provide to the staff of the Division of
Corporation
Finance in our review of your filing or in response to our
comments on
your filing.

	The amendment requested in our comment above should be filed
as
promptly as possible and should be reviewed by the former
accountants.
The letter required by Exhibit 16 should cover the revised
disclosures.
Any questions regarding the above should be directed to me at
(202) 942-
2873, or in my absence, to Robert Benton at (202) 942-1811.

							Sincerely,


							Gabrielle Malits
						            Staff Accountant


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BHP USA Retirement Savings Plan
Savings Plan for Hourly-Rated Employees of BHP Copper Inc.
Forms 8-K Item 4.01
Page 2 of 2


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE