formrw.htm
November
28, 2008
By EDGAR
U.S.
Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
United
States of America
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Attention:
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Mr.
Roger Schwall, Division of Corporation Finance
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Ms.
Anne Nguyen Parker, Division of Corporation Finance
Ms.
Laura Nicholson, Division of Corporation Finance
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Re:
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Application
to Withdraw Registration Statement on Form F-4 of BHP Billiton Limited and
BHP Billiton Plc (File No.
333-153864)
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Dear
All:
The
offers (the “Offers”) by BHP Billiton
Limited for the ordinary shares and American Depositary Shares ("ADSs") of Rio Tinto
plc and Rio Tinto Limited lapsed on November 26, 2008.
As a
result of the lapse of the Offers, pursuant to Rule 477(a) under the Securities
Act of 1933, as amended, BHP Billiton Limited and BHP Billiton Plc hereby
request that an order be issued by the U.S. Securities and Exchange Commission
(the “Commission”) as soon
as possible granting the withdrawal of BHP Billiton Limited's and BHP Billiton
Plc's joint Registration Statement on Form F-4 (File No. 333-153864), including
all exhibits thereto (the “Registration
Statement”). The Registration Statement was filed to register
securities to be issued to holders of ordinary shares and ADSs of Rio Tinto plc
in connection with the Offers.
No BHP
Billiton Limited or BHP Billiton Plc securities were issued in connection with
the Offers or pursuant to the Registration Statement.
Please
forward a copy of the order withdrawing the Registration Statement to the
undersigned at BHP Billiton Limited, 180 Lonsdale Street, Melbourne, Victoria,
3000 Australia and BHP Billiton Plc, Neathouse Place, Victoria, London, United
Kingdom; with a copy to our U.S. counsel, Skadden, Arps, Slate, Meagher and Flom
LLP, Four Times Square, New York, NY 10036-6522, Attention: Daniel Wolf.
If we can be of any further assistance or if you have any questions or
require additional information, please do not hesitate to contact Daniel Wolf at
212.735.3688.
We thank
you in advance for your time and consideration in connection with this matter
and for the assistance and responsiveness of the staff of the Commission
throughout the process of the Offers.
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Respectfully
submitted,
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BHP
Billiton Limited
BHP
Billiton Plc
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By:
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/s/
Jane McAloon
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Name:
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Jane
McAloon
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Title:
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