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               14/11/2007

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    148,111,498       4.41%      18,059,463    0.54%
securities
(2) Derivatives     290,237       0.01%         177,370    0.01%

3) Options and            0       0.00%               0    0.00%
agreements to
purchase/sell
Total           148,401,735       4.42%      18,236,833    0.54%

(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      1,107                42.2400 AUD
Purchase      567                  42.2448 AUD
Purchase      2,784                42.2400 AUD
Purchase      7,781                42.2400 AUD
Purchase      788                  42.2400 AUD
Purchase      404                  42.2448 AUD
Purchase      6,880                42.2400 AUD
Purchase      5,473                42.2448 AUD
Purchase      13,522               42.2448 AUD
Purchase      205                  42.2400 AUD
Purchase      1,551                42.2448 AUD
Purchase      758                  42.2400 AUD
Purchase      15,284               42.2448 AUD
Purchase      288                  42.2400 AUD
Purchase      1,700                42.2712 AUD
Purchase      13,461               42.2000 AUD
Purchase      1,491                42.2448 AUD
Purchase      2,176                42.2448 AUD
Sale          13,461               42.2000 AUD
Sale          479                  42.2400 AUD
Sale          1,235                42.2400 AUD
Sale          432                  42.2400 AUD
Sale          1,478                42.2400 AUD
Sale          1,759                42.2400 AUD
Sale          13,461               42.2000 AUD
Sale          40,520               42.2474 AUD
Sale          1,525                42.2400 AUD
Sale          5,824                42.2400 AUD
Sale          89,928               41.8000 AUD
Sale          61,400               42.1459 AUD
Sale          4,496                42.2400 AUD
Sale          2,152                42.2400 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         1700          42.2711
CFD            Long          61400         42.1459
CFD            Long          40520         42.2473

(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                         15/11/07
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