F-1MEF

As filed with the Securities and Exchange Commission on April 15, 2003

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BHP Billiton Finance (USA) Limited	BHP Billiton Plc	BHP Billiton Limited
(ABN 49 057 525 505) (Exact name of Registrant as specified in its charter)	(Exact name of Registrant as specified in its charter)	(ABN 49 004 028 077) (Exact name of Registrant as specified in its charter)
Victoria, Australia	England and Wales	Victoria, Australia
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
Not Applicable	Not Applicable	Not Applicable
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
600 Bourke Street Melbourne, Victoria 3000, Australia Tel. No. 011-61-3-9609-3333	Neathouse Place, Victoria, London SW1V 1BH United Kingdom Tel. No.: 011-44-20-7802-4000	600 Bourke Street Melbourne, Victoria 3000, Australia Tel. No.: 011-61-3-9609-3333
(Address and telephone number of Registrant’s principal executive offices)	(Address and telephone number of Registrant’s principal executive offices)	(Address and telephone number of Registrant’s principal executive offices)

Earl K. Moore

1360 Post Oak Boulevard

Suite 55

Houston, Texas 77056

(713) 961-8414

(Name, address and telephone number of agent for service)

Copies to:

Jeffrey F. Browne, Esq. John E. Estes, Esq. Sullivan & Cromwell Level 32, 101 Collins Street Melbourne, Victoria 3000, Australia Tel. No.: 011-61-3-9635-1500 John N. Chrisman, Esq. Andrew S. Reilly, Esq. Jones Day Level 38, Governor Phillip Tower, 1 Farrer Place, Sydney, New South Wales 2000, Australia Tel. No.: 011-61-2-9210-6921

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    x (333-104383)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If delivery of the registration statement is expected to be made pursuant to Rule 434, please check the following box.    ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security(2)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Debt Securities	US$100,000,000	100.0%	US$100,000,000	US$8,090
Guarantees of Debt Securities	(2)	(2)	(2)	None

(1) The registrant previously registered a maximum aggregate offering price of US$750,000,000 on a Registration Statement on Form F-1 (File No. 333-104383), for which a filing fee of US$60,675 was paid.

(2) Pursuant to Rule 457(n), no separate fee for the Guarantees is payable.

This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing pages, this page, the signature pages, an exhibit index, opinions of counsel regarding the validity of the debt securities being offered hereby and related consents, and accountants’ consents. Pursuant to Rule 462(b), the contents of the registration statement on Form F-1 (File No. 333-104383), as amended, registering $750,000,000 of debt securities of the registrants, including the exhibits and the powers of attorney thereto, are incorporated by reference into this registration statement. This registration statement covers the registration of an additional $100,000,000 of debt securities.

CERTIFICATION

Each of the registrants hereby certifies to the Securities and Exchange Commission that (i) it has instructed its bank to pay the SEC the filing fee set forth on the cover page of this registration statement by a wire transfer of such amount to the SEC’s account at Mellon Bank as soon as practicable (but no later than the close of business on April 15, 2003), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) it will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than April 15, 2003.

F-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, BHP Billiton Plc certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Melbourne, Australia on April 15, 2003.

BHP BILLITON PLC
By:	/S/    NIGEL CHADWICK
Name:	Nigel Chadwick
Title:	Vice President, Corporate Accounting/Controller

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on April 15, 2003.

Signature	Title
* Don R. Argus	Chairman
John Buchanan	Director
* David A. Crawford	Director
* Michael A. Chaney	Director
* David A. Jenkins	Director

Signature	Title
* John M. Schubert	Director
* David C. Brink	Director
* Cornelius A. Herkströter	Director
* Lord Renwick of Clifton	Director
* Miklos Salamon	Director and Senior Minerals Executive
* Charles W. Goodyear	Director and Chief Executive Officer (Principal Executive Officer)
* Christopher J. Lynch	Chief Financial Officer (Principal Financial and Accounting Officer)
* Earl K. Moore	(Authorized Representative in the United States)

*By:	/s/    NIGEL CHADWICK
	Nigel Chadwick
	Attorney-in -fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, BHP Billiton Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Melbourne, Australia on April 15, 2003.

BHP BILLITON LIMITED
By:	/s/    NIGEL CHADWICK
Name:	Nigel Chadwick
Title:	Vice President, Corporate Accounting/Controller

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on April 15, 2003.

Signature	Title
* Don R. Argus	Chairman
John Buchanan	Director
* David A. Crawford	Director
* Michael A. Chaney	Director
* David A. Jenkins	Director

Signature		Title
* John M. Schubert		Director
* David C. Brink		Director
* Cornelius A. Herkströter		Director
* Lord Renwick of Clifton		Director
* Miklos Salamon		Director and Senior Minerals Executive
* Charles W. Goodyear		Director and Chief Executive Officer     (Principal Executive Officer)
* Christopher J. Lynch		Chief Financial Officer     (Principal and Financial Accounting Officer)
* Earl K. Moore		(Authorized Representative in the United States)
*By:	/s/    NIGEL CHADWICK Nigel Chadwick Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, BHP Billiton Finance (USA) Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Melbourne, Australia on April 15, 2003.

BHP BILLITON FINANCE (USA) LIMITED
By:	/s/    NIGEL CHADWICK
Name: Title:	Nigel Chadwick Vice President, Corporate Accounting/Controller

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on April 15, 2003.

Signature		Title
* Christopher J. Lynch		Director (Principal Executive, Financial and Accounting Officer)
Willie Murray		Director
* Trevor Boyle		Director
* Earl K. Moore		(Authorized Representative in the United States)
*By:	/s/    NIGEL CHADWICK Nigel Chadwick Attorney-in-fact

EXHIBITS

(a) All exhibits filed with the Registration Statement No. 333-104383 are incorporated by reference into and shall be deemed part of this registration statement, except for the following which are filed herewith:

Exhibit Number	Description of Document
5.1	Opinion of Sullivan & Cromwell, United States legal adviser to BHP Billiton Finance (USA) Limited, BHP Billiton Plc and BHP Billiton Limited, as to certain matters of New York law.†
5.2	Opinion of James S. Lyons, Australian legal adviser to BHP Billiton Finance (USA) Limited, BHP Billiton Plc and BHP Billiton Limited, as to certain matters of Australian law.†
5.3	Opinion of Jeremy Thomas, English legal adviser to BHP Billiton Finance (USA) Limited, BHP Billiton Plc and BHP Billiton Limited, as to certain matters of English law.†
23.1	Consent of PricewaterhouseCoopers LLP, PricewaterhouseCoopers, KPMG Audit Plc and KPMG.†
23.2	Consent of PricewaterhouseCoopers LLP.†
23.3	Consent of Arthur Andersen.*
23.4	Consent of Sullivan & Cromwell, United States legal adviser to BHP Billiton Finance (USA) Limited, BHP Billiton Plc and BHP Billiton Limited (included in Exhibits 5.1).†
23.5	Consent of James S. Lyons, Australian legal adviser to BHP Billiton Finance (USA) Limited, BHP Billiton Plc and BHP Billiton Limited (included in Exhibit 5.2).†
23.6	Consent of Jeremy Thomas, English legal adviser to BHP Billiton Finance (USA) Limited, BHP Billiton Plc and BHP Billiton Limited (included in Exhibit 5.3).†
23.7	Consent of PricewaterhouseCoopers LLP.†

  * Arthur Andersen has not consented to the incorporation by reference of their report in this registration statement, and we have dispensed with the requirement to file their consent in reliance upon rule 437a of the Securities Act of 1933. Because Arthur Andersen has not consented to the incorporation by reference of their report in this registration statement, you will not be able to recover against Arthur Andersen under Section 11 of the Securities Act of 1933 for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen or any omissions to state a material fact required to be stated therein.

  † Filed herewith.

(b) All other schedules are omitted as the required information is included in the financial statements or the related notes or such schedules are not applicable.

EX-5.1

Exhibit 5.1

	April 15, 2003
[SULLIVAN & CROMWELL LETTERHEAD]
BHP Billiton Finance (USA) Limited,      600 Bourke Street,           Melbourne, Victoria 3000,                Australia.
BHP Billiton Plc,      Neathouse Place,           Victoria, London SW1V 1BH,                United Kingdom.
BHP Billiton Limited,      600 Bourke Street,           Melbourne, Victoria 3000,                Australia.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of notes (the “Notes”) of BHP Billiton Finance (USA) Limited, a corporation organized under the laws of the Commonwealth of Australia (the “Issuer”), with an aggregate principal amount of US$850,000,000 fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest (the “Guarantees”) by BHP Billiton Plc, a public limited company organized under the laws of England, and BHP Billiton Limited, a corporation organized under the laws of the Commonwealth of Australia (together, the “Guarantors”) pursuant to the registration statement on Form F-1 dated the date hereof, together with the registration statement registering additional debt securities pursuant to Rule 462(b) under the Act (the “Registration Statement”), we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

BHP Billiton Finance (USA) Limited
BHP Billiton Plc
BHP Billiton Limited -2-

                    Upon the basis of such examination, we advise you that, in our opinion, when the Registration Statement has become effective under the Act, the Indenture relating to the Notes (the “Indenture”) among the Issuer, the Guarantors and Citibank N.A., as Trustee, has been duly authorized, executed and delivered, the terms of the Notes and the Guarantees and of the issuance and sale of the Notes and the Guarantees have been duly established in conformity with the Indenture so as not to result in a default under or breach of any agreement or instrument binding upon the Issuer or the Guarantors and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuer or the Guarantors, the terms of the Notes and the Guarantees not reflected in the Registration Statement nor contained in the forms of Note and Guarantees included in Exhibit 4.1 to the Registration Statement have been duly established so as not to violate any then applicable law, and the Notes and the Guarantees have been duly executed and, in the case of the Notes, authenticated, in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, the Notes and the Guarantees will constitute valid and legally binding obligations of the Issuer and the Guarantors, respectively, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

                    The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.  The foregoing opinion is given as of the date hereof and assumes that no change in applicable law will occur between the date hereof and the date of the issuance and sale of the Notes and the Guarantees.  With respect to all matters of English law, we have, with your approval, relied upon the opinion, dated April 15, 2003 of Jeremy Thomas, English legal adviser to the Issuer and the Guarantors and with respect to all matters of Australian law, we have relied upon the opinion, dated April 15, 2003, of James S. Lyons, Australian legal adviser to the Issuer and the Guarantors, which are also filed as Exhibits to the Registration Statement.  Our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinions of Jeremy Thomas and James S. Lyons.

BHP Billiton Finance (USA) Limited
BHP Billiton Plc
BHP Billiton Limited -3-

                    Also, we have relied as to certain matters on information obtained from public officials, officers of the Issuer and the Guarantors and other sources believed by us to be responsible.

                    We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the Notes and Guarantees” in the Prospectus included in the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell

EX-5.2

Exhibit 5.2

[BHP BILLITON LIMITED LETTERHEAD]

April 15, 2003

BHP Finance (USA) Limited
600 Bourke Street
Melbourne Vic 3000
Australia

BHP Billiton Limited
600 Bourke Street
Melbourne Vic 3000
Australia

BHP Billiton Plc
Neathouse Place
Victoria
London SW1V 1BH
UNITED KINGDOM

Dear Sirs,

I am Regional Counsel Australia/Asia to the BHP Billiton Group, a Dual Listed Companies structure comprising BHP Billiton Limited a corporation organised under the laws of the Commonwealth of Australia (the “Australian Guarantor”) and BHP Billiton Plc a corporation organised under the laws of England and Wales (the “United Kingdom Guarantor”).  This opinion is being delivered in relation to the registration under the United States Securities Act of 1933 (the “Act”) of US$850,000,000 principal amount of debt securities (the “Securities”) of BHP Billiton Finance (USA) Limited, a corporation organised under the laws of the Commonwealth of Australia (the “Company”), and the guarantees in respect thereof (the “Guarantees”) of the Australian Guarantor and the United Kingdom Guarantor.  In relation thereto, I have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, I advise you that, in my opinion, each of the Company and the Australian Guarantor has been duly incorporated under the laws of the Commonwealth of Australia and is not in liquidation under Australian federal law or the laws of the State of Victoria and that when:

(a) the Registration Statement (together with the Registration Statement registering additional debt securities pursuant to Rule 462(b) under the Act) has become effective under the Act;

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(b)	the terms of the Securities and, if required under the Indenture, the Guarantees and of the issuance and sale of the Securities and the Guarantees have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantor and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Australian Guarantor;
(c)	the Securities have been duly executed and authenticated and, if required under the Indenture, the Guarantees of the Australian Guarantor have been duly executed in each case in accordance with the Indenture; and
(d)	the Securities and the Guarantees have been issued and sold as contemplated in the Registration Statement,

the Securities and the Guarantee of the Australian Guarantor will be validly issued and will constitute valid and legally binding obligations of the Company and the Australian Guarantor, respectively, subject to bankruptcy, insolvency, fraudulent transfer, re-organisation, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the laws of the Commonwealth of Australia and the State of Victoria and I am expressing no opinion as to the effect of the laws of any other jurisdiction.  With respect to all matters governed by the Federal laws of the United States and the laws of the State of New York, I have, with your approval, relied upon the opinion dated April 15, 2003 of Sullivan & Cromwell, legal adviser to the Company, the Australian Guarantor and the United Kingdom Guarantor and as to all matters governed by English law, I have relied upon the opinion, dated April 15, 2003 of Jeremy Thomas, English legal adviser to the Company, the Australian Guarantor and the United Kingdom Guarantor, which are also filed as Exhibits to the Registration Statement.  This opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as contained in such opinions of Sullivan & Cromwell and Jeremy Thomas.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me under the heading “Validity of the notes and guarantees” in the Prospectus.  In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Yours faithfully,

/S/ JAMES S. LYONS

James S. Lyons
Regional Counsel Australia/Asia

EX-5.3

Exhibit 5.3

[BHP BILLITON PLC LETTERHEAD]

15 April, 2003

BHP Finance (USA) Limited
600 Bourke Street
Melbourne  Vic  3000
Australia

BHP Billiton Limited
600 Bourke Street
Melbourne  Vic  3000
Australia

BHP Billiton Plc
Neathouse Place
Victoria
London SW1V 1BH
UNITED KINGDOM

Dear Sirs,

I am English legal counsel to the BHP Billiton Group, a Dual Listed Companies structure comprising BHP Billiton Limited a corporation organised under the laws of the Commonwealth of Australia (the “Australian Guarantor”) and BHP Billiton Plc a corporation organised under the laws of England and Wales (the “United Kingdom Guarantor”).  This opinion is being delivered in relation to the registration under the United States Securities Act of 1933 (the “Act”) of US$850,000,000 principal amount of debt securities (the “Securities”) of BHP Billiton Finance (USA) Limited, a corporation organised under the laws of the Commonwealth of Australia (the “Company”), and the guarantees in respect thereof (the “Guarantees”) of the Australian Guarantor and the United Kingdom Guarantor.  In relation thereto, I have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, I advise you that, in my opinion, under the laws of England and Wales, the United Kingdom Guarantor has been duly incorporated and is not in liquidation under English law and that when:

(a)	the Registration Statement (together with the Registration Statement registering additional debt securities pursuant to Rule 462(b) under the Act) has become effective under the Act;
(b)	the terms of the Securities and, if required under the Indenture, the Guarantees and of the issuance and sale of the Securities and the Guarantees have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any

-2-

	agreement or instrument binding upon the United Kingdom Guarantor and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the United Kingdom Guarantor;
(c)	the Securities have been duly executed and authenticated and, if required under the Indenture, the Guarantees of the United Kingdom Guarantor have been duly executed in each case in accordance with the Indenture; and
(d)	the Securities and the Guarantees have been issued and sold as contemplated in the Registration Statement,

the Guarantee of the United Kingdom Guarantor will be validly issued and will constitute a valid and legally binding obligation of the United Kingdom Guarantor, subject to bankruptcy, insolvency, fraudulent transfer, re-organisation, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the laws of England and Wales and I am expressing no opinion as to the effect of the laws of any other jurisdiction.  With respect to all matters governed by the Federal laws of the United States and the laws of the State of New York, I have, with your approval, relied upon the opinion dated 15 April, 2003 of Sullivan & Cromwell, legal adviser to the Company, the Australian Guarantor and the United Kingdom Guarantor and as to all matters governed by Australian law, I have relied upon the opinion, dated 15 April, 2003 of James S. Lyons, Australian legal adviser to the Company, the Australian Guarantor and the United Kingdom Guarantor, which are also filed as Exhibits to the Registration Statement.  This opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as contained in such opinions of Sullivan & Cromwell and James S. Lyons.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me under the heading “Validity of the notes and guarantees” in the Prospectus.  In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Yours faithfully,

/s/ JEREMY THOMAS

Jeremy Thomas
Counsel

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-1 of our report dated October 24, 2002 relating to the financial statements of the BHP Billiton Group, which appear in such Registration Statement.  We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/   KPMG AUDIT PLC	/s/   KPMG
KPMG AUDIT PLC	KPMG
London	Melbourne
April 11, 2003	April 11, 2003
/s/   PRICEWATERHOUSECOOPERS, LLP	/s/   PRICEWATERHOUSECOOPERS
PRICEWATERHOUSECOOPERS, LLP	PRICEWATERHOUSECOOPERS
London	Melbourne
April 11, 2003	April 11, 2003

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-1 of our report dated September 3, 2001 (except Note 35 as to which the date is March 22, 2002) relating to the financial statements of the BHP Billiton Group, which appear in such Registration Statement.  We also consent to the references to us under the heading “Experts” in such Registration Statement.

/S/ PRICEWATERHOUSECOOPERS, LLP

PRICEWATERHOUSECOOPERS, LLP

London

April 11, 2003

EX-23.7

Exhibit 23.7

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-1 of our report dated September 3, 2001 relating to the financial statements of the BHP Billiton Plc Group, which appear in such Registration Statement.  We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/   PRICEWATERHOUSECOOPERS, LLP

PRICEWATERHOUSECOOPERS, LLP

London

April 11, 2003