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               19/11/2007

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    146,063,657       4.35%      18,351,628    0.55%
securities
(2) Derivatives     886,362       0.03%         339,011    0.01%

3) Options and            0       0.00%               0    0.00%
agreements to
purchase/sell
Total           146,950,019       4.38%       18,690,639   0.56%

(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      1,674                41.7710 AUD
Purchase      2,593                41.8700 AUD
Purchase      55,945               41.7980 AUD
Purchase      84,266               41.5900 AUD
Purchase      19,378               41.8700 AUD
Purchase      10,412               41.7709 AUD
Purchase      14,535               41.5900 AUD
Purchase      3,113                41.8700 AUD
Purchase      11,325               41.8700 AUD
Purchase      6,088                41.7709 AUD
Purchase      14,535               41.5900 AUD
Purchase      4,042                41.8035 AUD
Purchase      1,847                41.7709 AUD
Purchase      3,436                41.8700 AUD
Purchase      43,627               41.5133 AUD
Purchase      1,907                41.7710 AUD
Purchase      3,548                41.8700 AUD
Purchase      1,395                41.7710 AUD
Sale          43,627               41.5133 AUD
Sale          22,646               41.5900 AUD
Sale          50,971               41.4532 AUD
Sale          3,486                41.7597 AUD
Sale          41,546               41.8700 AUD
Sale          55,945               41.7980 AUD
Sale          1,847                41.8700 AUD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         4042          41.8034
CFD            Long          50971         41.4532
CFD            Long          100000        44.8596
CFD            Long          100001        46.8996

NB: The below transactions which were previously disclosed have been cancelled
Long/Short    Number of Securities    Price per unit (GBP)  Deal Date
Long          100,001                 46.8996               02/11/2007
Long          100,000                 44.8596               07/11/2007

(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                         20/11/07
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