Rule 8.3 - BHP BILLITON LTD

On previous Rule 8.3 reports for this issuer, nominee interests have been included. We are now advised
interests should not be included and the figures shown below reflect the revised calculations.

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               07/12/2007

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     147,172,563     4.39%      18,185,668    0.54%
securities
(2) Derivatives      153,178     0.00%
(other than
options)
(3) Options and            0     0.00%              0     0.00%
agreements to
purchase/sell
Total            147,325,741     4.39%     18,185,668     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      23,825               43.6531 AUD
Purchase      58,680               43.5000 AUD
Purchase      2,654                43.5000 AUD
Purchase      22,091               43.5000 AUD
Purchase      253,484              43.6386 AUD
Purchase      2,830                43.6900 AUD
Purchase      965                  43.6596 AUD
Purchase      2,815                43.6694 AUD
Purchase      63     B             43.6797 AUD
Purchase      4,806                43.5000 AUD
Purchase      67,446               43.5000 AUD
Purchase      1,540                43.6196 AUD
Purchase      996                  43.6900 AUD
Purchase      121,510              43.5808 AUD
Purchase      178                  43.6797 AUD
Purchase      32,622               43.4957 AUD
Purchase      253,484              43.6386 AUD
Purchase      10,716               43.6900 AUD
Purchase      12,406               43.5000 AUD
Purchase      673                  43.6797 AUD
Purchase      5,940                43.5000 AUD
Purchase      7,128                43.8189 AUD
Purchase      3,594                43.6314 AUD
Sale          6,040                43.6900 AUD
Sale          154,132              43.5628 AUD
Sale          1,900                43.6230 AUD
Sale          2,264                43.6900 AUD
Sale          793                  43.6900 AUD
Sale          1,289                43.6900 AUD
Sale          32,622               43.4957 AUD
Sale          503                  43.6900 AUD
Sale          121,510              43.5808 AUD
Sale          292                  43.6900 AUD
Sale          3,361                43.6900 AUD
Sale          253,484              43.6386 AUD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         1540          43.6195
CFD            Short         965           43.6595
CFD            Long          1900          43.623


(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                         10 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