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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

(1) Including the Group's share of joint ventures and associates.

Commentary on the Group Results

During the quarter the Group benefited from solid operating performance with quarterly EBITDA for the period of US$1,397 million. Attributable profit excluding exceptional items was US$518 million, 9.4% lower than last year's result of US$572 million. Compared with the corresponding period, the financial results reflect an unfavourable non-cash exchange impact of approximately US$215 million arising mainly from the translation of non US dollar denominated net monetary liabilities. Excluding this non-cash impact, the results were significantly stronger than the corresponding period, reflecting generally higher prices and sales volumes.

Western Australian iron ore production of 22.0 million tonnes (100 per cent terms) and despatches of 21.5 million tonnes (100 per cent terms) were both quarterly records, reflecting strong demand in all Asian markets, particularly China. Quarterly aluminium production was also a record at 282,000 tonnes, following the early commissioning of the Mozal 2 expansion in Mozambique.

Solid progress with our pipeline of projects continued during the quarter with first metal being recently cast at the Hillside aluminium smelter expansion in South Africa. Gas production began in October 2003 at the Ohanet wet gas development in Algeria.

Turnover rose by 23.0% to US$4,826 million, mainly due to higher sales volumes of copper, aluminium, diamonds, iron ore and metallurgical coal and higher prices for copper, nickel, chrome, petroleum products, aluminium, iron ore, hot briquetted iron, energy coal, manganese, diamonds and alumina. In addition, sales of third party products increased by US$405 million to US$1,045 million. These factors were partly offset by lower sales volumes of petroleum products and titanium feedstock products.

Earnings before interest, tax, depreciation and amortisation (EBITDA) increased by 9.8% to US$1,397 million from US$1,272 million in the corresponding period.

Earnings before interest and tax (EBIT) were US$935 million compared with US$844 million in the corresponding period, an increase of 10.8%. This increase was due mainly to generally higher commodity prices. Offsetting factors were exchange rate impacts, inflationary pressures, higher exploration expense and increased price-linked costs. Please refer to pages 5 and 6 for further analysis of the factors affecting turnover and EBIT.

Net interest on borrowings and cash was marginally higher at US$109 million compared to US$101 million in the corresponding period.

Exchange losses on net debt were US$28 million compared with gains of US$31 million in the corresponding period, mainly in relation to the translation of rand denominated debt of companies which account in US dollars as their functional currency. The rand appreciated by 5% during the current period compared with depreciation of 2% in the corresponding period.

The tax charge was US$285 million, representing an effective rate of 35.1%, compared with 24.8% in the corresponding period. Excluding the impacts on tax of non tax-effected foreign currency adjustments, translation of tax balances and other functional currency translation adjustments, the effective rate was 29.3%, compared with 33.2% in the corresponding period.

Attributable profit in the current period was US$518 million, a decrease of 9.4% from US$572 million in the corresponding period. This was mainly attributable to the unfavourable effect on interest and tax expense from the movement in the rand/US$ period-end exchange rates, partly offset by the higher EBIT in the current period.

Basic earnings per share was 8.3 US cents per share against 9.2 US cents per share in the corresponding period, a reduction of 9.8%, which reflected the reduction in attributable profit.

An interim dividend of 8.0 US cents per share will be paid to BHP Billiton Limited and BHP Billiton Plc shareholders on 3 December 2003, an increase of 14.3% on the interim dividend of 7.0 US cents per share, paid in December 2002. The final dividend for the year ended 30 June 2003, paid in July 2003, was 7.5 US cents per share. The BHP Billiton Limited dividend will be fully franked for Australian taxation purposes.

Dividends for the BHP Billiton Group are determined and declared in US dollars. However, BHP Billiton Limited dividends are mainly paid in Australian dollars and BHP Billiton Plc dividends are mainly paid in pounds sterling to shareholders on the UK section of the register and South African rand to shareholders on the South African section of the register. The rates of exchange applicable two business days before the announcement date are used for conversion, and are detailed below.

The timetable in respect of this dividend will be:

Currency conversion - 27 October 2003

Last day to trade Johannesburg Stock Exchange (JSE) - 7 November 2003

Ex-dividend Australian Stock Exchange (ASX) - 10 November 2003

Ex-dividend Johannesburg Stock Exchange (JSE) - 10 November 2003

Ex-dividend London Stock Exchange (LSE) - 12 November 2003

Record - 14 November 2003

Ex-dividend Euronext Paris - 17 November 2003

American Depositary Shares (ADSs) each represent two fully paid ordinary shares and receive dividends accordingly. The record date for BHP Billiton Limited ADSs is 13 November 2003 and for BHP Billiton Plc ADSs is 14 November 2003.

BHP Billiton Plc shareholders registered on the South African section of the register will not be able to dematerialise or rematerialise their shareholdings, nor will they be able to effect transfers between the UK register and the South African register between the dates of 10 November 2003 and 14 November 2003.

The following table details the exchange rates applicable for conversion of the dividend payable on 3 December 2003:

Higher sales volumes of copper, aluminium, diamonds, iron ore and metallurgical coal increased EBIT by approximately US$85 million. This increase was partly offset by lower sales volumes of petroleum products and titanium feedstock products, resulting in a positive net volume impact on EBIT of approximately US$15 million.

Higher realised prices for copper, nickel, chrome, petroleum products, aluminium, iron ore, hot briquetted iron, energy coal, manganese, diamonds and alumina increased turnover by approximately US$370 million.

The Group's cost reduction initiatives lowered costs by approximately US$100 million. These reductions were offset by costs associated with the planned major maintenance program undertaken at Samancor Chrome (South Africa) and higher depreciation from the start-up of the Phase IV expansion project at Escondida (Chile). In addition, higher costs associated with an electrical outage at Alumar (Brazil) in July 2003 had an unfavourable impact on operating costs.

Increases in price-linked costs depressed EBIT by approximately US$15 million, mainly due to higher nickel ore supply costs to the QNI Yabulu refinery (Australia) and higher royalties and taxes for petroleum products.

Inflationary pressures, principally in South Africa and Australia, increased costs by approximately US$50 million.

The corresponding period included EBIT of approximately US$5 million mainly from the Alumbrera mine (Argentina), divested effective April 2003.

Sales of interests in junior exploration companies in September 2003, had a favourable impact on EBIT of approximately US$10 million.

The impact of stronger A$/US$ and rand/US$ exchange rates on operating costs had an unfavourable impact on EBIT of approximately US$200 million. The conversion of rand and A$ denominated net monetary liabilities at balance sheet date also had an unfavourable impact on operating costs (approximately US$60 million). This was partly offset by gains on legacy A$/US$ currency hedging of approximately US$10 million in the current quarter, a favourable impact of approximately US$70 million when compared to losses of approximately US$60 million in the corresponding period.

Exploration expense was up by approximately US$30 million. The capitalisation rate in the current quarter of 30.4% was similar to the September 2002 quarter of 33.3%, however, gross exploration spending in the current quarter was US$92 million compared with US$51 million in the corresponding period.

(prepared in accordance with UK GAAP)

Petroleum contributed EBIT of US$291 million, down from US$384 million, a decrease of 24.2% compared with the corresponding period.

Aluminium contributed EBIT of US$150 million, up from US$135 million, an increase of 11.1% compared with the corresponding period.

The increase in EBIT was mainly attributable to an increase in the average aluminium LME price of US$1,436 per tonne in the current period, compared to US$1,311 per tonne in the corresponding period. Higher sales volumes from Mozal due to full commissioning of the Mozal 2 expansion project in August 2003, together with higher sales from Hillside and Bayside (South Africa), which were mainly due to timing of shipments, also had a favourable impact on EBIT.

These factors were partially offset by the unfavourable impact of strengthening rand/US$ and A$/US$ average exchange rates on operating costs, inflationary pressure on South African and Brazilian costs, higher LME price-linked costs and additional costs associated with the electrical outage at the Alumar smelter in July 2003.

The increase in EBIT was mainly attributable to the higher average realised copper price at US$0.83 per pound for the quarter ended 30 September 2003, compared to US$0.65 per pound in the corresponding period. Higher prices for silver, lead and zinc also had a favourable impact on EBIT compared with the corresponding period. Copper volumes sold were higher in the current year, primarily due to increased production from Escondida as a result of the Phase IV expansion project, which was completed in October 2002, partly offset by processing a lower quantity of material at Antamina (Peru) while access to ore is restricted to the flanks of the deposit. This situation at Antamina is likely to continue for the next six to nine months.

These factors were partially offset by lower silver and lead sales volumes at Cannington (Australia) and higher depreciation charges associated with the Phase IV expansion project at Escondida.

Carbon Steel Materials contributed EBIT of US$275 million, up from US$267 million, an increase of 3.0% compared with the corresponding period.

The increase in EBIT was mainly attributable to higher iron ore prices following contract settlements announced in May 2003, and stronger prices for hot briquetted iron and manganese alloys. Improved cost performance at Western Australian iron ore operations due to higher production, continuing improvements in the operating performance of Boodarie Iron (Australia), together with increased shipments of Western Australian iron ore in response to continued strong customer demand, also had a favourable impact on EBIT.

These factors were partially offset by the unfavourable impact of stronger A$/US$ and rand/US$ average exchange rates on operating costs compared with the corresponding period.

Diamonds and Specialty Products contributed EBIT of US$61 million, down from US$70 million, a decrease of 12.9% compared with the corresponding period.

The decrease in EBIT was mainly attributable to materially lower volumes from our titanium feedstock business in response to the weak market conditions and the unfavourable impact of the stronger rand/US$ average exchange rate on operating costs.

These factors were partially offset by increased diamond production, up 63% from the corresponding period, due to operational efficiencies and mining a pocket of high-grade ore in the current quarter.

Energy Coal contributed EBIT of US$41 million, down from US$68 million, a decrease of 39.7% compared with the corresponding period.

The decrease in EBIT was primarily due to the unfavourable impact of stronger rand/US$ and A$/US$ average exchange rates on operating costs, and the conversion of rand and A$ denominated net monetary liabilities at balance date. In addition, lower export tonnage availability from Ingwe, down to 38% in the current quarter had an unfavourable impact on EBIT. This was mainly due to lower availability from Koornfontein following an accident at that mine and subsequent safety interventions, during the September 2003 quarter, and timing of shipments. Inflationary pressures in South Africa and Colombia also impacted EBIT negatively.

These adverse movements were partially offset by stronger export prices. Cost savings at Cerrejon Coal (Colombia) due to integration synergies and business improvement programs also had a favourable impact on EBIT as did increases in volumes at Hunter Valley (Australia), as the Mount Arthur North expansion continues, in Colombia, in response to strong Atlantic demand and in New Mexico (US), driven by strong seasonal demand.

Stainless Steel Materials contributed EBIT of US$61 million, up from US$23 million, an increase of US$38 million compared with the corresponding period.

The increase in EBIT was driven by higher realised prices for ferrochrome, up 57% on the corresponding period, and higher realised prices for nickel, up 31% from US$3.16 per pound to US$4.14 per pound. Benefits from ongoing improvement programs at both Cerro Matoso (Colombia) and QNI Yabulu refinery also had a favourable impact on EBIT.

These factors were partially offset by the unfavourable impact of stronger rand/US$ and A$/US$ average exchange rates on operating costs, together with lower production levels at Samancor Chrome mainly attributable to the planned major maintenance program, which coincided with the high winter electricity tariff period. Higher price-linked nickel ore supply costs to the QNI Yabulu refinery and the unfavourable impact of inflationary pressures on costs in South Africa, also adversely affected EBIT.

Gains on legacy A$/US$ currency hedging were US$12 million during the current quarter, compared with losses of US$62 million in the corresponding period.

(prepared in accordance with Australian GAAP)

The results of the BHP Billiton Group, comprising BHP Billiton Limited and BHP Billiton Plc and their respective subsidiaries, for the three months ended 30 September 2003, and the corresponding period, have been prepared in accordance with Australian GAAP and Practice Note 71 'Financial reporting by Australian entities in dual listed company arrangements' issued by the Australian Securities and Investments Commission.

The financial information has been prepared using the same accounting policies as were used in preparing the results for the BHP Billiton Group as presented in the BHP Billiton Limited financial statements for the year ended 30 June 2003.

The above financial results are unaudited.