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               13 December 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     147,814,198     4.40%     17,846,090      0.53%
securities
(2) Derivatives      145,629     0.00%
(other than
options)
(3) Options and            0     0.00%              0      0.00%
agreements to
purchase/sell
Total            147,959,827     4.41%     17,846,090      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      14,941               43.2600 AUD
Purchase      494                  43.3346 AUD
Purchase      2,766                43.3346 AUD
Purchase      3,098                43.3345 AUD
Purchase      44,656               43.2000 AUD
Purchase      25,376               43.2881 AUD
Purchase      1,817                43.3345 AUD
Purchase      182                  43.2700 AUD
Purchase      314                  43.2700 AUD
Purchase      260                  43.2700 AUD
Purchase      20,000 43.2557 AUD
Purchase      6,708                43.2700 AUD
Purchase      2,750                43.3346 AUD
Purchase      872                  43.2700 AUD
Purchase      97,474               43.2890 AUD
Purchase      1,023                43.2700 AUD
Purchase      1,255                43.2700 AUD
Purchase      124                  43.2700 AUD
Purchase      1,146                43.2700 AUD
Purchase      703                  43.3345 AUD
Purchase      6,203                43.2600 AUD
Purchase      18,106               43.3345 AUD
Purchase      782                  43.3214 AUD
Purchase      1,507                43.2700 AUD
Purchase      328                  43.3346 AUD
Purchase      672                  43.2700 AUD
Purchase      336                  43.3345 AUD
Purchase      822                  43.3346 AUD
Purchase      303                  43.2700 AUD
Purchase      25,376               43.2881 AUD
Purchase      1,017                43.2700 AUD
Purchase      14,219               43.4035 AUD
Purchase      120                  43.2700 AUD
Purchase      2,357                43.3345 AUD
Purchase      259                  43.3587 AUD
Purchase      4,076                43.3345 AUD
Purchase      850                  43.3345 AUD
Purchase      3,394                43.3345 AUD
Sale          1,890                43.3215 AUD
Sale          28,900               43.2263 AUD
Sale          20,000               43.2557 AUD
Sale          20,000               43.2557 AUD
Sale          186                  43.2913 AUD
Sale          14,219               43.4035 AUD
Sale          15,503               43.2700 AUD
Sale          25,376               43.2881 AUD
Sale          97,474               43.2890 AUD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         259           43.3586
CFD            Long          28900         43.2262
CFD            Long          186           43.2913


(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                         14 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