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 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     148,295,386     4.42%     17,806,385     0.53%
securities
(2) Derivatives      157,578     0.00%
(other than
options)
(3) Options and            0     0.00%              0      0.00%
agreements to
purchase/sell
Total            148,452,964     4.42%     17,806,385      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      36,103               41.9798 AUD
Purchase      1,244                41.8210 AUD
Purchase      87,986               41.8276 AUD
Purchase      246,758              42.4379 AUD
Purchase      3,000                42.3167 AUD
Purchase      21,519               41.9798 AUD
Purchase      90,000               41.9855 AUD
Purchase      1,244                41.8210 AUD
Purchase      35,208               42.0500 AUD
Purchase      3,000                42.3167 AUD
Purchase      87,986               41.8276 AUD
Purchase      246,758              42.4379 AUD
Purchase      10,193               42.6367 AUD
Purchase      193,090              42.3536 AUD
Purchase      10,193               42.6367 AUD
Purchase      126,189              41.9798 AUD
Purchase      193,090              42.3536 AUD
Purchase      1,244                41.8293 AUD
Purchase      117,360              42.0500 AUD
Sale          13,193               42.5639 AUD
Sale          3,000                42.3167 AUD
Sale          87,986               41.8276 AUD
Sale          246,758              42.4379 AUD
Sale          1,244                41.8210 AUD
Sale          10,193               42.6239 AUD
Sale          1,244                41.8210 AUD
Sale          90,000               41.9855 AUD
Sale          10,193               42.6367 AUD
Sale          193,090              42.3536 AUD
Sale          193,090              42.3536 AUD
Sale          90,000               41.9855 AUD
Sale          3,000                42.3082 AUD
Sale          87,986               41.8276 AUD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         1244          41.8293
CFD            Long          3000          42.3082
CFD            Long          10193         42.6239


(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                         17 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