Filed Pursuant to Rule 433

Registration Statement No. 333-141218

March 19, 2009

BHP Billiton Finance (USA) Limited

5.500% Guaranteed Senior Notes due 2014

Fully and unconditionally guaranteed by

BHP Billiton Plc and BHP Billiton Limited

PRICING TERM SHEET

Issuer:	BHP Billiton Finance (USA) Limited
Guarantors:	BHP Billiton Plc and BHP Billiton Limited
Security:	5.500% Guaranteed Senior Notes due 2014 (the “2014 Notes”)
Format:	SEC Registered
Size:	US$1,500,000,000
Denomination:	The 2014 Notes will be issued in denominations of $2,000 and integral multiples of $1,000.
Issuance Date:	March 18, 2009
Settlement Date:	March 25, 2009
Maturity Date:	April 1, 2014
Interest Payment Dates:	October 1 and April 1 of each year, commencing on October 1, 2009
Public offering price:	Per Note: 99.666% Total: $1,494,990,000
All-in proceeds to issuer:	$1,489,740,000
Treasury Benchmark:	1.875% due February 2014
US Treasury Yield:	1.577%
Spread to Treasury:	400bps
Re-Offer Yield:	5.577%
Coupon:	5.500%
Ranking:	The 2014 Notes are unsecured and will rank equally with all of BHP Billiton Finance (USA) Limited’s other unsecured and unsubordinated indebtedness.
Use of proceeds:	General corporate purposes
Joint Book-Running Managers:	Barclays Capital Inc. Citigroup Global Markets Inc. Goldman, Sachs & Co.
Billing & Delivering:	Barclays Capital Inc.
CUSIP Number:	055451 AG3
ISIN:	US055451AG34
Expected Ratings:	A1/A+

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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 1-888-227-2275. Ext 2663 or Citigroup Global Markets Inc toll free at 1-877-858-5407 or Goldman, Sachs & Co. toll free at 1-866-471-2526.

BHP Billiton Finance (USA) Limited

6.500% Guaranteed Senior Notes due 2019

Fully and unconditionally guaranteed by

BHP Billiton Plc and BHP Billiton Limited

PRICING TERM SHEET

Issuer:	BHP Billiton Finance (USA) Limited
Guarantors:	BHP Billiton Plc and BHP Billiton Limited
Security:	6.500% Guaranteed Senior Notes due 2019 (the “2019 Notes”)
Format:	SEC Registered
Size:	US$1,750,000,000
Denomination:	The 2019 Notes will be issued in denominations of $2,000 and integral multiples of $1,000.
Issuance Date:	March 18, 2009
Settlement Date:	March 25, 2009
Maturity Date:	April 1, 2019
Interest Payment Dates:	October 1 and April 1 of each year, commencing on October 1, 2009
Public offering price:	Per Note: 99.679% Total: $1,744,382,500
All-in proceeds to issuer:	$1,736,507,500
Treasury Benchmark:	2.750% due February 2019
US Treasury Yield:	2.544%
Spread to Treasury:	400bps
Re-Offer Yield:	6.544%
Coupon:	6.500%
Ranking:	The 2019 Notes are unsecured and will rank equally with all of BHP Billiton Finance (USA) Limited’s other unsecured and unsubordinated indebtedness.
Use of proceeds:	General corporate purposes
Joint Book-Running Managers:	Barclays Capital Inc. Citigroup Global Markets Inc. Goldman, Sachs & Co.
Billing & Delivering:	Citigroup Global Markets Inc.
CUSIP Number:	055451 AH1
ISIN:	US055451AH17
Expected Ratings:	A1/A+

*  *  *  *  *  *  *  *

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 1-888-227-2275. Ext 2663 or Citigroup Global Markets Inc toll free at 1-877-858-5407 or Goldman, Sachs & Co. toll free at 1-866-471-2526.