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               28/11/2007

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     145,917,349     4.35%     18,038,458    0.54%
securities
(2) Derivatives    1,339,444     0.04%        861,534    0.03%
(other than
options)
(3) Options and            0     0.00%              0    0.00%
agreements to
purchase/sell
Total            147,256,793     4.39%      18,899,992   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      61,900               41.3812 AUD
Purchase      856                  41.5600 AUD
Purchase      538                  41.5600 AUD
Purchase      52,752               41.5120 AUD
Purchase      66,516               41.3041 AUD
Purchase      4,268                41.5121 AUD
Purchase      1,938                41.5121 AUD
Purchase      22,744               41.3000 AUD
Purchase      1,327                41.5600 AUD
Purchase      878                  41.5600 AUD
Purchase      2,040                41.5120 AUD
Purchase      598                  41.5600 AUD
Purchase      8,248                41.5120 AUD
Purchase      4,308                41.3000 AUD
Purchase      6,454                41.5120 AUD
Purchase      1,696                41.5600 AUD
Purchase      70,967               41.5378 AUD
Purchase      2,618                41.5121 AUD
Purchase      8,693                41.5120 AUD
Purchase      1,035                41.3393 AUD
Purchase      419                  41.5600 AUD
Purchase      10,862               41.5600 AUD
Purchase      2,911                41.5120 AUD
Purchase      398                  41.5600 AUD
Purchase      66,516               41.3041 AUD
Purchase      339,436              41.4833 AUD
Purchase      4,164                41.5120 AUD
Purchase      1,788                41.5600 AUD
Purchase      96,304               41.3000 AUD
Sale          61,900               41.3812 AUD
Sale          339,436              41.4833 AUD
Sale          1,812                41.5600 AUD
Sale          601                  41.5600 AUD
Sale          497                  41.5600 AUD
Sale          500                  41.2800 AUD
Sale          66,516               41.3041 AUD
Sale          2,786                41.5600 AUD
Sale          3,000                41.6833 AUD
Sale          1,943                41.5600 AUD
Sale          8,112                41.2981 AUD
Sale          814                  41.5600 AUD
Sale          270,756              41.3000 AUD
Sale          2,000                41.6017 AUD
Sale          828                  41.5600 AUD
Sale          2,827                41.5600 AUD
Sale          61,900               41.3812 AUD
Sale          840                  41.5600 AUD
Sale          1,329                41.5600 AUD
Sale          4,470                41.5600 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         1035          41.3392
CFD            Long          500           41.28
CFD            Long          2000          41.6016
CFD            Long          3000          41.6832

(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                         29 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