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               05/12/2007

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     143,989,668     4.29%      18,469,869    0.55%
securities
(2) Derivatives    1,901,860     0.06%       1,075,375    0.03%
(other than
options)
(3) Options and            0     0.00%              0     0.00%
agreements to
purchase/sell
Total            145,891,528     4.35%     19,545,244     0.58%

(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      171,386              42.8871 AUD
Purchase      22,551               43.2534 AUD
Purchase      43,019               42.8525 AUD
Purchase      35,208               42.7000 AUD
Purchase      5,941                42.7000 AUD
Purchase      123,457              43.0569 AUD
Purchase      1,000                42.9386 AUD
Purchase      159,692              42.7347 AUD
Purchase      159,692              42.7347 AUD
Sale          171,386              42.8871 AUD
Sale          800                  42.7115 AUD
Sale          202                  42.9714 AUD
Sale          43,019               42.8525 AUD
Sale          43,019               42.8525 AUD
Sale          159,692              42.7347 AUD
Sale          3,400                42.9283 AUD
Sale          415                  42.8400 AUD
Sale          123,457              43.0569 AUD
Sale          16,660               42.9799 AUD
Sale          10,445               42.7000 AUD
Sale          180                  42.7115 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         1000          42.9385
CFD            Long          3400          42.9282
CFD            Long          202           42.9713

(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                         06 December 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