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               20 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     152,975,798     4.56%     12,376,844      0.37%
securities
(2) Derivatives       37,325     0.00%
(other than
options)
(3) Options and            0     0.00%              0      0.00%
agreements to
purchase/sell
Total            153,013,123     4.56%     12,376,844      0.37%


(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      855,577              40.1540 AUD
Purchase      13,947               40.1501 AUD
Purchase      186,314              39.9743 AUD
Purchase      108,185              39.5000 AUD
Purchase      7,204                39.9658 AUD
Purchase      7,705                39.9566 AUD
Purchase      501                  39.9479 AUD
Purchase      7,705                39.9566 AUD
Purchase      186,314              39.9743 AUD
Purchase      855,577              40.1540 AUD
Purchase      20,000               39.6307 AUD
Purchase      1,165                39.9314 AUD
Purchase      486,372              39.9523 AUD
Purchase      622                  39.4961 AUD
Purchase      40,941               40.0181 AUD
Purchase      12,782               40.1700 AUD
Purchase      18,779               40.0181 AUD
Sale          20,000               39.6307 AUD
Sale          855,577              40.1540 AUD
Sale          7,705                39.9566 AUD
Sale          186,314              39.9743 AUD
Sale          622                  39.4961 AUD
Sale          501                  39.9399 AUD
Sale          12,782               40.1620 AUD
Sale          186,314              39.9743 AUD
Sale          1,165                39.9234 AUD
Sale          506,994              39.9390 AUD
Sale          13,947               40.1501 AUD
Sale          486,372              39.9523 AUD
Sale          7,204                39.9578 AUD
Sale          13,947               40.1501 AUD
Sale          3,066                40.1500 AUD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         501           39.9478
CFD            Short         7204          39.9658
CFD            Long          1165          39.9234
CFD            Long          12782         40.1619


(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                         21 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