SecProbe.io

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November 2, 2005

Earl K. Moore
BHP Billiton Finance (USA) Limited
1360 Post Oak Boulevard
Suite 150
Houston, Texas 77056

Re:	BHP Billiton Finance (USA) Limited
      Registration Statement on Form F-3
      Filed on October 3, 2005
      File No. 333-128770-01

      Annual Report on Form 20-F for the year ended June 30, 2005
      Filed on October 3, 2005
      File Nos. 001-09526 and 001-31714

Dear Mr. Moore:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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 filing.
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.

Form F-3

General

1.	Please note that we have limited our review of your pending
registration statement to compliance with the comments issued on
your
Form 20-F for the year ended June 30, 2005.  We will not be in a
position to declare the pending registration statement effective
until
all comments have been addressed.
Exhibit 23.1

2.		We note that your auditors reference a report date of
October 3, 2005 in their consent, which differs from the actual
report
date of September 8, 2005, included in your Form 20-F. Please
consult
with your auditors in resolving this inconsistency.

Form 20-F for the year ended June 30, 2005

Quantitative and Qualitative Disclosures About Market Risk, page
201

3.	We note that you reference the required disclosures for this
item
appearing under Item 5A of your filing, and Note 29 of the Group`s
financial statements.  We remind you of the requirement to present
this information outside of, and not incorporate the information
into,
the financial statements (including the footnotes to the financial
statements), and suggest providing the required information in one
location to make it more easily understood.  If the information is
disclosed in more than one location, you should provide cross
references to the locations of the related disclosures.  The cross
reference you provide currently is not sufficiently specific.

Please ensure you disclose quantitative information about your
market
risk, using one of the following three alternatives: (i) tabular
presentation of information related to market risk sensitive
instruments; (ii) sensitivity analysis disclosures that express
the
potential loss in future earnings, fair values, or cash flows of
market risk sensitive instruments resulting from one or more
selected
hypothetical changes in interest rates, foreign currency exchange
rates, commodity prices, and other relevant market rates or prices
over a selected period of time; or (iii) value at risk disclosures
that express the potential loss in future earnings, fair values,
or
cash flows of market risk sensitive instruments over a selected
period
of time, with a selected likelihood of occurrence, from changes in
interest rates, foreign currency exchange rates, commodity prices,
and
other relevant market rates or prices.  Please amend your filing
to
comply with general instruction 6 to Items 11(a) and 11(b) of Form
20-
F.

Annual Financial Statements, page F-1

Consolidated Profit and Loss Account, page F-4

4.		It appears you may need to correct your measure of
"earnings
per ordinary share (basic) (US cents)," as the amount presented on
page F-4 for the year ended June 30, 2005 differs from the
corresponding amount disclosed on page F-39 of your financial
statements.
Accounting Policies, page F-13

Turnover, page F-14

5.		We note your disclosure on page 122, indicating that you
have certain base metal sales agreements that provide for
provisional
pricing based on the LME when shipped, with final settlement based
on
the average applicable price for a specified future period, and
that
you record revenue upon transfer of title using the forward rate
in
place for the relevant specified future period.  We understand
that
such revenues are adjusted to fair value through profit each
period
until the date of the final pricing, using the lower of the cash
or
forward curve price, rather than period-end spot price used
previously.  Please disclose the date that you changed your
valuation
methodology, and the circumstances precipitating this decision;
the
manner of transition should be clear.  Please also disclose your
accounting treatment for provisional pricing arrangements along
with
your "Turnover" accounting policy disclosure.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	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
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of an amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Donald F. Delaney at (202) 551-3863 or, in
his
absence, Karl Hiller, Accounting Branch Chief, at (202) 551-3686,
if
you have comments on the financial statements and related matters.
Please contact Jason Wynn, at (202) 551-3756, or me at (202) 551-
3745
with any other questions.

      Sincerely,

									H. Roger Schwall
									Assistant Director

cc: 	via facsimile
	Ron Barusch
	(202) 661-8245

	J. Wynn
	D. Delaney
	K. Hiller

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Mr. Earl K. Moore
BHP Billiton Finance (USA) Limited
November 2, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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