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               18 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     148,535,921     4.43%     17,691,127      0.53%
securities
(2) Derivatives      298,749     0.01%        136,795      0.00%
(other than
options)
(3) Options and            0     0.00%              0      0.00%
agreements to
purchase/sell
Total            148,834,670     4.43%     17,827,922      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      87                   39.3022 AUD
Purchase      2,499                39.3022 AUD
Purchase      4,764                39.9753 AUD
Purchase      121,225              39.6152 AUD
Purchase      185,679              39.9915 AUD
Purchase      90,000               40.1753 AUD
Purchase      1,600                39.9090 AUD
Purchase      806                  39.5217 AUD
Purchase      10,220               39.3022 AUD
Purchase      36,118               39.3022 AUD
Purchase      184,079              39.9922 AUD
Purchase      1,011                39.3022 AUD
Purchase      3,194                39.5217 AUD
Purchase      3,958                40.0676 AUD
Purchase      2,309                40.1080 AUD
Purchase      1,649                40.0304 AUD
Purchase      135,000              40.1000 AUD
Purchase      77,141               39.6633 AUD
Sale          135,000              40.1000 AUD
Sale          77,141               39.6633 AUD
Sale          121,225              39.6152 AUD
Sale          5,700                39.6221 AUD
Sale          3,907                40.0583 AUD
Sale          184,079              39.9922 AUD
Sale          90,000               40.1753 AUD
Sale          2,309                40.1000 AUD
Sale          1,600                39.9090 AUD
Sale          806                  39.5217 AUD
Sale          167,141              39.9389 AUD
Sale          14,524               40.1000 AUD
Sale          1,649                40.0223 AUD
Sale          3,194                39.5098 AUD
Sale          3,958                40.0676 AUD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         121225        39.6152
CFD            Short         1649          40.0303
CFD            Short         2309          40.108
CFD            Long          3194          39.5098
CFD            Long          5700          39.6221
CFD            Long          3907          40.0582
CFD            Long          135000        40.1


(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                         19 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