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               15/11/2007

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    146,044,670       4.35%       18,139,073   0.54%
securities
(2) Derivatives     435,389       0.01%         274,632    0.01%

3) Options and            0       0.00%               0    0.00%
agreements to
purchase/sell
Total           146,480,059       4.36%      18,413,705    0.55%

(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      3,256                41.7113 AUD
Purchase      2,118                41.1500 AUD
Purchase      1,085                41.1500 AUD
Purchase      1,193                41.1500 AUD
Purchase      1,348                41.7113 AUD
Purchase      97,262               42.1212 AUD
Purchase      100                  41.9042 AUD
Purchase      492                  41.1500 AUD
Purchase      72,800               41.1459 AUD
Purchase      46,125               41.1541 AUD
Purchase      2,968                41.7114 AUD
Purchase      390                  41.1500 AUD
Purchase      100                  41.9042 AUD
Purchase      224,712              41.6625 AUD
Purchase      1,069                41.7113 AUD
Purchase      46,125               41.1541 AUD
Sale          46,125               41.1541 AUD
Sale          100                  41.9042 AUD
Sale          1,934,440            42.2000 AUD
Sale          68,582               41.1500 AUD
Sale          1,000                42.1116 AUD
Sale          758                  41.1500 AUD
Sale          100                  41.9293 AUD
Sale          72,800               41.1459 AUD
Sale          526                  41.1500 AUD
Sale          85,952               41.7296 AUD
Sale          58,200               41.8526 AUD
Sale          224,712              41.6625 AUD
Sale          413                  41.1500 AUD
Sale          1,463                41.1500 AUD
Sale          72,800               41.1459 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         97262         42.1212
CFD            Long          85952         41.7295
CFD            Long          58200         41.8525
CFD            Long          1000          42.1115

(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                         16/11/07
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