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               17 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     148,486,815     4.42%     17,640,479      0.53%
securities
(2) Derivatives      160,606     0.00%         21,270      0.00%
(other than
options)
(3) Options and            0     0.00%              0      0.00%
agreements to
purchase/sell
Total            148,647,421     4.43%     17,661,749      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      312                  41.8848 AUD
Purchase      5,590                40.8943 AUD
Purchase      8,126                40.7746 AUD
Purchase      8,126                40.7828 AUD
Purchase      70,416               40.3700 AUD
Purchase      5,590                40.8943 AUD
Purchase      4,182                42.0995 AUD
Purchase      81,238               40.3740 AUD
Purchase      96,617               40.8247 AUD
Purchase      21,700               41.1332 AUD
Purchase      21,700               41.1332 AUD
Purchase      1,572                42.0995 AUD
Purchase      5,994                41.1615 AUD
Purchase      21,700               41.1332 AUD
Purchase      8,126                40.7746 AUD
Purchase      719                  42.0500 AUD
Purchase      81,238               40.3740 AUD
Purchase      96,617               40.8247 AUD
Purchase      5,994                41.1615 AUD
Purchase      4,820                41.0500 AUD
Purchase      5,416                42.0995 AUD
Purchase      12,039               42.6823 AUD
Purchase      70,416               40.3700 AUD
Purchase      44,656               42.0500 AUD
Sale          8,126                40.7746 AUD
Sale          5,994                41.1615 AUD
Sale          5,994                41.1492 AUD
Sale          8,126                40.7746 AUD
Sale          1,150                42.0928 AUD
Sale          21,700               41.1332 AUD
Sale          11,584               41.0326 AUD
Sale          15,545               40.9669 AUD
Sale          21,700               41.1332 AUD
Sale          44,656               42.0500 AUD
Sale          40,340               41.0966 AUD
Sale          81,238               40.3740 AUD
Sale          5,590                40.8943 AUD
Sale          20,908               40.3700 AUD
Sale          5,590                40.8861 AUD
Sale          96,617               40.8247 AUD
Sale          96,617               40.8247 AUD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         8126          40.7827
CFD            Short         21700         41.1331
CFD            Long          5590          40.8861
CFD            Long          5994          41.1491


(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                         18 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