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               21/11/2007

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    145,649,258       4.34%      18,130,337    0.54%
securities
(2) Derivatives   1,039,162       0.03%         466,011    0.01%

3) Options and            0       0.00%               0    0.00%
agreements to
purchase/sell
Total           146,688,420       4.37%      18,596,348    0.55%


(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      38,976               41.0036 AUD
Purchase      1,180                41.1200 AUD
Purchase      880                  41.0107 AUD
Purchase      191                  41.1200 AUD
Purchase      61                   41.1200 AUD
Purchase      42,754               41.0081 AUD
Purchase      304                  41.1200 AUD
Purchase      555                  41.0106 AUD
Purchase      218                  41.1200 AUD
Purchase      631                  41.0107 AUD
Purchase      79,925               40.9442 AUD
Purchase      31,110               41.0500 AUD
Purchase      5,786                41.0106 AUD
Purchase      533                  41.1200 AUD
Purchase      589                  41.0106 AUD
Purchase      211,092              41.0910 AUD
Purchase      3,778                41.0541 AUD
Purchase      353                  41.0106 AUD
Purchase      40,000               40.3906 AUD
Purchase      203                  41.1200 AUD
Purchase      121                  41.1200 AUD
Purchase      2,014                41.1200 AUD
Purchase      1,542                41.0107 AUD
Purchase      3,409                41.0107 AUD
Purchase      40,000               40.3906 AUD
Purchase      14,000               40.7636 AUD
Purchase      558                  40.7500 AUD
Purchase      178                  41.0107 AUD
Purchase      140                  41.0106 AUD
Purchase      92,972               41.0693 AUD
Purchase      14,451               41.0500 AUD
Purchase      14,535               41.0500 AUD
Purchase      73,000               41.1985 AUD
Purchase      48                   41.1200 AUD
Sale          14,451               41.0500 AUD
Sale          3,211                41.1200 AUD
Sale          40,000               40.3906 AUD
Sale          1,000                41.0418 AUD
Sale          3,778                41.0541 AUD
Sale          1,662                41.1200 AUD
Sale          211,092              41.0910 AUD
Sale          92,972               41.0693 AUD
Sale          79,925               40.9442 AUD
Sale          38,976               41.0036 AUD
Sale          16,455               40.7500 AUD
Sale          151,800              40.7651 AUD
Sale          391,514              41.0500 AUD
Sale          3,725                41.0500 AUD
Sale          79,925               40.9442 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         40000         40.3905
CFD            Short         14000         40.7635
CFD            Short         73000         41.1984
CFD            Long          151800        40.7651
CFD            Long          1000          41.0417

(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                         22/11/07
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