BHP Billiton Ltd – ‘F-6’ on 6/4/07

On:  Monday, 6/4/07, at 7:29pm ET   ·   Accession #:  1193805-7-1529   ·   File #:  333-143500

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Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6         Registration of Depositary Shares Evidenced by        11     33K 
                          American Depositary Receipts (Not                      
                          Effective Immediately)                                 
 2: EX-99.(A)   Form of 2nd Amended and Restated Deposit Agreement    76    332K 
 3: EX-99.(D)   Opinion of Counsel to the Depositary                   2      9K 

F-6   —   Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)
Document Table of Contents

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As filed with the Securities and Exchange Commission on June 4, 2007            

                                                          Registration No. 333 -
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------------------

FORM F-6
REGISTRATION STATEMENT
 UNDER
 THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES

--------------

BHP BILLITON LIMITED
(Exact name of issuer of deposited securities as specified in its charter)

--------------

 [N/A]
(Translation of issuer's name into English) 

--------------

 Australia
 (Jurisdiction of incorporation or organization of issuer)

--------------------------------

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)

--------------

 399 Park Avenue
New York, New York 10022
(212) 816-6690
 (Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices) 

--------------

Earl Moore
1350 Post Oak Bouelvard,
 Suite 156
Houston, Texas 77056
(713) 961-8414
 (Address, including zip code, and telephone number,
including area code, of agent for service)

--------------------------------

Copies to:

 Christopher J. Kell, Esq.                   Herman H. Raspe, Esq.
         Skadden, Arps, Slate,                Patterson Belknap Webb & Tyler LLP
         Meagher & Flom                        1133 Avenue of the Americas
          Level 13,                           New York, New York 10036
131 Macquarie Street                                          
Sydney, New South                                           
Wales 2000,                                         
Australia                                           

--------------------------------

It is proposed that this filing become effective under Rule 466:                
                                                   |_|  immediately upon filing.
                                               |_|  on (Date) at (Time).

If a separate registration statement has been filed to register the deposited   
shares, check the following box : |_|                                           

--------------------------------

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------------------------
                                                              Proposed Maximum      Proposed Maximum                      
       Title of Each Class of              Amount to be        Aggregate Price     Aggregate Offering        Amount of    
     Securities to be Registered            Registered            Per Unit*             Price**           Registration Fee
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
American Depositary Shares, each                                                                                          
representing two (2) ordinary                                                                                             
shares of BHP Billiton Limited             100,000,000              $5.00            $5,000,000.00            $153.50     
--------------------------------------------------------------------------------------------------------------------------

*     Each unit represents 100 American Depositary Shares.                      
**    Estimated solely for the purpose of calculating the registration fee.     
  Pursuant to Rule 457(k), such estimate is computed on the basis of the
  maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.                             

--------------------------------------------------------------------------------

The Registrant hereby amends this Registration Statement on such date or dates  
as may be necessary to delay its effective date until the Registrant shall file 
a further amendment which specifically states that this Registration Statement  
shall thereafter become effective in accordance with Section 8(a) of the        
Securities Act of 1933, or until this Registration Statement shall become       
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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      This Registration Statement may be executed in any number of counterparts,
   each of which shall be deemed an original, and all of such counterparts
together shall constitute one and the same instrument.              

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PART I

INFORMATION REQUIRED IN PROSPECTUS

 Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED                              

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                                                                Location in Form of American                     
                                                                Depositary Receipt ("Receipt")                   
Item Number and Caption                                         Filed Herewith as Prospectus                     
-----------------------                                         ----------------------------                     
                                                                                                                 
1.   Name of Depositary and address of its principal executive  Face of Receipt -  Introductory Article.         
     office                                                                                                      

2.   Title of Receipts and identity of deposited securities     Face of Receipt  - Top Center.                   

Terms of Deposit:                                                                                                

     (i)    The amount of deposited securities represented by   Face of Receipt  - Upper right corner.           
            one American Depositary Share ("ADSs")                                                               

     (ii)   The procedure for voting, if any, the deposited     Reverse of Receipt  - Paragraphs (16)            
            securities                                          and (17).                                        

     (iii)  The collection and distribution of dividends        Reverse of Receipt - Paragraph (14).             

     (iv)   The transmission of notices, reports and proxy      Face of Receipt  - Paragraph (13);               
            soliciting material                                 Reverse of Receipt - Paragraph (16).             

     (v)    The sale or exercise of rights                      Reverse of Receipt - Paragraphs (14)             
                                                                and (16).                                        

     (vi)   The deposit or sale of securities resulting from    Face of Receipt - Paragraphs (3) and (6);        
            dividends, splits or plans of reorganization        Reverse of Receipt - Paragraphs (14) and (18).   

     (vii)  Amendment, extension or termination of the deposit  Reverse of Receipt - Paragraphs (22) and (23) (no
            agreement                                           provision for extensions).                       

     (viii) Rights of holders of Receipts to inspect the        Face of Receipt - Paragraph (13).                
            transfer books of the Depositary and the list of                                                     
            holders of ADSs                                                                                      

     (ix)   Restrictions upon the right to deposit or withdraw  Face of Receipt - Paragraphs (2), (3), (4), (6), 
            the underlying securities                           (7), (9) and (10).                               

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                                                                Location in Form of American                  
                                                                Depositary Receipt ("Receipt")                
Item Number and Caption                                         Filed Herewith as Prospectus                  
-----------------------                                         ----------------------------                  
                                                                                                              
     (x)    Limitation upon the liability of the Depositary     Face of Receipt - Paragraph (7);              
                                                                Reverse of Receipt - Paragraphs (19) and (20).

     (xi)   Fees and charges which may be imposed directly  or  Face of Receipt - Paragraph (10).             
            indirectly on holders of ADSs                                                                     

Item 2.     AVAILABLE INFORMATION                               Face of Receipt - Paragraph (13).             

The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain    
reports with the United States Securities and Exchange Commission (the          
"Commission"). These reports can be retrieved from the Commission's website     
(www.sec.gov), and can be inspected by holders of ADSs and copied at public     
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the depositary. 

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PROSPECTUS

The Prospectus consists of the proposed form of American Depositary 
    Receipt included as Exhibit A to the Form of Second Amended and Restated
    Deposit Agreement filed as Exhibit (a) to this Registration Statement on
Form F-6 and is incorporated herein by reference.                   

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.     EXHIBITS                                                            

     (a)   Form of Second Amended and Restated Deposit Agreement, by and among
           BHP Billiton Limited (the "Company"), Citibank, N.A., as depositary
    (the "Depositary"), and all Holders and Beneficial Owners of
           American Depositary Shares issued thereunder ("Deposit Agreement").
-- Filed herewith as Exhibit (a).                       

    (b)   Any other agreement to which the Depositary is a party relating to
           the issuance of the American Depositary Shares registered hereunder
          or the custody of the deposited securities represented thereby. --
None.                                                   

      (c)   Every material contract relating to the deposited securities between
           the Depositary and the issuer of the deposited securities in effect
at any time within the last three years. -- None.       

 (d)   Opinion of counsel for the Depositary as to the legality of the
      securities to be registered. -- Filed herewith as Exhibit (d).

(e)   Certificate under Rule 466. -- None.                          

(f)   Powers of Attorney for certain officers and directors and the 
     authorized representative of the Company. -- Set forth on the
signature pages hereto.                                 

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Item 4.     UNDERTAKINGS                                                        

     (a)   The Depositary undertakes to make available at the principal office
            of the Depositary in the United States, for inspection by holders of
            ADSs, any reports and communications received from the issuer of the
          deposited securities which are both (1) received by the Depositary
         as the holder of the deposited securities, and (2) made generally
            available to the holders of the underlying securities by the issuer.

   (b)   If the amount of fees charged is not disclosed in the prospectus,
            the Depositary undertakes to prepare a separate document stating the
            amount of any fee charged and describing the service for which it is
           charged and to deliver promptly a copy of such fee schedule without
          charge to anyone upon request. The Depositary undertakes to notify
           each registered holder of an ADS thirty (30) days before any change
in the fee schedule.                                    

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the      
Second Amended and Restated Deposit Agreement, by and among BHP Billiton        
Limited, Citibank, N.A., as depositary, and all Holders and Beneficial Owners   
from time to time of American Depositary Shares to be issued thereunder,        
certifies that it has reasonable grounds to believe that all the requirements   
for filing on Form F-6 are met and has duly caused this Registration Statement  
on Form F-6 to be signed on its behalf by the undersigned, thereunto duly       
authorized, in the City of New York, State of New York, on the 4th day of June, 
2007.                                                                           

                                Legal entity created by the Second
                                    Amended and Restated Deposit Agreement
                                 under which the American Depositary
                                   Shares registered hereunder are to be
                                    issued, each American Depositary Share
                                     representing two (2) ordinary shares of
                   BHP Billiton Limited.

                                       CITIBANK, N.A., solely in its capacity as
        Depositary

                      By: /s/ Susan A. Lucanto
                                           -------------------------------------
                    Name: Susan A. Lucanto
                   Title: Vice President

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
BHP Billiton Limited certifies that it has reasonable grounds to believe that   
all the requirements for filing on Form F-6 are met and has duly caused this    
Registration Statement on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Melbourne, Australia, on May 31, 2007.            

                  BHP BILLITON LIMITED

                By: /s/ Karen Wood
                                           -------------------------------------
              Name: Karen Wood
                             Title: Chief Governance Officer

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Karen Wood to act as his/her true and    
lawful attorney-in-fact and agent, with full power of substitution, for him/her 
and in his/her name, place and stead, in any and all such capacities, to sign   
any and all amendments, including post-effective amendments, and supplements to 
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States Securities and  
Exchange Commission, granting unto said attorney-in-fact and agent full power   
and authority to do and perform each and every act and thing requisite and      
necessary to be done in and about the premises, as fully to all intents and     
purposes as s/he might or could do in person, hereby ratifying and confirming   
all that said attorney-in-fact and agent, or his/her substitute or substitutes, 
may lawfully do or cause to be done by virtue hereof.                           

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on May 31, 2007.                                    

Signature                                                                       
---------                                                                       

/s/ Charles Goodyear                                                            
-----------------------------------------                                       
Charles Goodyear                                                                
(Principal Executive Officer)                                                   

/s/ Alex Vanselow                                                               
-----------------------------------------                                       
Alex Vanselow                                                                   
(Principal Financial Officer)                                                   

/s/ Nigel Chadwick                                                              
-----------------------------------------                                       
Nigel Chadwick                                                                  
(Principal Accounting Officer/Controller)                                       

-----------------------------------------                                       
Paul Anderson                                                                   
(Director)                                                                      

/s/ Don Argus                                                                   
-----------------------------------------                                       
Don Argus                                                                       
(Director)                                                                      

-----------------------------------------                                       
David Brink                                                                     
(Director)                                                                      

-----------------------------------------                                       
John Buchanan                                                                   
(Director)                                                                      

/s/ Carlos Cordeiro                                                             
-----------------------------------------                                       
Carlos Cordeiro                                                                 
(Director)                                                                      

-----------------------------------------                                       
David Crawford                                                                  
(Director)                                                                      

/s/ Jacques Nasser                                                              
-----------------------------------------                                       
Jacques Nasser                                                                  
(Director)                                                                      

/s/ John Schubert                                                               
-----------------------------------------                                       
John Schubert                                                                   
(Director)                                                                      

/s/ E. Gail de Planque                                                          
-----------------------------------------                                       
Gail de Planque                                                                 
(Director)                                                                      

/s/ Charles Goodyear                                                            
-----------------------------------------                                       
Charles Goodyear                                                                
(Director)                                                                      

/s/ David Jenkins                                                               
-----------------------------------------                                       
David Jenkins                                                                   
(Director)                                                                      

/s/ Marius Kloppers                                                             
-----------------------------------------                                       
Marius Kloppers                                                                 
(Director)                                                                      

/s/ Chris Lynch                                                                 
-----------------------------------------                                       
Chris Lynch                                                                     
(Director)                                                                      

Authorized Representative in the U.S.                                           

/s/ Earl K. Moore                                                               
-----------------------------------------                                       

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 Index to Exhibits

                                                                Sequentially
Exhibit            Document                                       Numbered Page 
-------            --------                                       ------------- 

(a)                Form of Second Amended and Restated                          
Deposit Agreement                         

(d)                Opinion of counsel to the Depositary                         

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		6/4/07		1					6-K
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