Rule 8.3 - BHP BILLITON LTD

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              BHP BILLITON LTD
Class of relevant security    NVP
to which the dealings being
disclosed relate (Note 2)
Date of dealing               27/11/2007

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                            Long                     Short

                      Number       (%)         Number       (%)

(1) Relevant     145,907,044     4.35%     18,039,587    0.54%
securities
(2) Derivatives    1,333,944     0.04%        860,499    0.03%
(other than
options)
(3) Options and            0     0.00%              0    0.00%
agreements to
purchase/sell
Total            147,240,988     4.39%      18,900,086   0.56%%


(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number              (%)   Number              (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

  (a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      2,880                41.6329 AUD
Purchase      155,691              41.5008 AUD
Purchase      21,255               41.9500 AUD
Purchase      4,136                41.6329 AUD
Purchase      76,864               41.0200 AUD
Purchase      25,397               41.9500 AUD
Purchase      3,290                41.7074 AUD
Purchase      17,577               40.4400 AUD
Purchase      88,150               41.8919 AUD
Purchase      76,864               41.0200 AUD
Purchase      3,140                40.4400 AUD
Purchase      4,609                41.6330 AUD
Purchase      88,150               41.8919 AUD
Sale          4,000                41.2702 AUD
Sale          17,577               40.4400 AUD
Sale          3,140                40.4400 AUD
Sale          493                  41.7633 AUD
Sale          88,150               41.8919 AUD
Sale          76,864               41.0200 AUD
Sale          155,691              41.5008 AUD
Sale          21,255               41.9500 AUD
Sale          3,427                41.7771 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         3290          41.7073
CFD            Short         14646         41.9527
CFD            Long          4000          41.2702
CFD            Long          3427          41.777
CFD            Long          14646         41.9472

(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry   Option money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)




4.   OTHER INFORMATION
None

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form or
relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.




Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         28 November 2007
Contact name                               Barclays Compliance
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk