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               10/12/2007

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     147,535,165     4.40%     17,930,438     0.53%
securities
(2) Derivatives      148,272     0.00%            394     0.00%
(other than
options)
(3) Options and            0     0.00%              0     0.00%
agreements to
purchase/sell
Total            147,683,437     4.40%     17,930,832     0.53%


(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      4,370                43.7400 AUD
Purchase      86,674               43.6436 AUD
Purchase      242,949              43.5000 AUD
Purchase      641                  43.6400 AUD
Purchase      433,314              43.5000 AUD
Purchase      1,386                43.6909 AUD
Purchase      77,050               43.5900 AUD
Purchase      50,000               43.6524 AUD
Purchase      2,825                43.5000 AUD
Purchase      23,472               43.5900 AUD
Purchase      534                  43.5900 AUD
Purchase      1,000                43.6387 AUD
Purchase      4,400                43.6622 AUD
Purchase      158,943              43.5000 AUD
Purchase      900                  43.7156 AUD
Purchase      145,641              43.7306 AUD
Purchase      258,838              43.6056 AUD
Purchase      25,696               43.7000 AUD
Purchase      29,884               43.5900 AUD
Purchase      1,271                43.5900 AUD
Purchase      208,838              43.5944 AUD
Sale          433,314              43.5000 AUD
Sale          12,155               43.7216 AUD
Sale          82                   43.7400 AUD
Sale          1,000                43.6713 AUD
Sale          315                  43.7400 AUD
Sale          33,193               43.6726 AUD
Sale          1,614                43.7400 AUD
Sale          10,840               43.6237 AUD
Sale          1,922                43.7400 AUD
Sale          158,943              43.5000 AUD
Sale          283                  43.6797 AUD
Sale          242,949              43.5000 AUD
Sale          16,402               43.5900 AUD
Sale          1,031                43.7000 AUD
Sale          86,674               43.6436 AUD
Sale          437                  43.7400 AUD
Sale          50,000               43.6524 AUD
Sale          204                  43.6797 AUD
Sale          1,242                43.6796 AUD
Sale          208,838              43.5944 AUD
Sale          54                   43.6797 AUD
Sale          133,486              43.7314 AUD
Sale          1,046                43.6796 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          43.6387
CFD            Short         4400          43.6621
CFD            Short         900           43.7155
CFD            Long          1000          43.6712


(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                         11 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