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               22/11/2007

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    145,916,378       4.35%      18,133,737    0.54%
securities
(2) Derivatives   1,064,462       0.03%         777,420    0.02%

3) Options and            0       0.00%               0    0.00%
agreements to
purchase/sell
Total           146,980,840      4.38%       18,911,157    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      100                  40.1240 AUD
Purchase      4,481                40.2100 AUD
Purchase      116,571              40.2691 AUD
Purchase      100                  40.1240 AUD
Purchase      260,000              41.1500 AUD
Purchase      51,409               40.3354 AUD
Purchase      19,097               40.3559 AUD
Sale          19,097               40.3559 AUD
Sale          116,571              40.2691 AUD
Sale          681                  40.2100 AUD
Sale          409                  40.2100 AUD
Sale          358                  40.3047 AUD
Sale          100                  40.1240 AUD
Sale          255                  40.3048 AUD
Sale          100                  40.1481 AUD
Sale          17,577               40.3000 AUD
Sale          153                  40.3048 AUD
Sale          3,140                40.3000 AUD
Sale          18,500               40.3750 AUD
Sale          3,400                40.3040 AUD
Sale          2,435                40.2100 AUD
Sale          956                  40.2100 AUD
Sale          906                  40.3048 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         51409         40.3353
CFD            Short         260000        41.1501
CFD            Long          6800          40.304
CFD            Long          18500         40.3749

(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                         23 November 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