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 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     152,255,916     4.54%     12,333,806      0.37%
securities
(2) Derivatives       33,438     0.00%            555      0.00%
(other than
options)
(3) Options and            0     0.00%              0      0.00%
agreements to
purchase/sell
Total            152,289,354     4.54%     12,334,361      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      2,554                39.6500 AUD
Purchase      1,664                39.6457 AUD
Purchase      2,800                39.7543 AUD
Purchase      7,242                39.5847 AUD
Purchase      67,380               39.6500 AUD
Purchase      44,920               39.6500 AUD
Purchase      204,940              39.7742 AUD
Purchase      120,169              39.5280 AUD
Purchase      5,578                39.5768 AUD
Purchase      120,169              39.5280 AUD
Purchase      8,284                39.6500 AUD
Purchase      80,637               39.6540 AUD
Purchase      30,000               39.6460 AUD
Purchase      7,242                39.5847 AUD
Purchase      9,730                39.6500 AUD
Purchase      46,944               39.5000 AUD
Purchase      2,800                39.7543 AUD
Purchase      204,940              39.7742 AUD
Purchase      80,637               39.6540 AUD
Purchase      2,089                39.5760 AUD
Sale          61,147               39.6500 AUD
Sale          5,578                39.5689 AUD
Sale          3,630                39.6500 AUD
Sale          59,559               39.6933 AUD
Sale          2,554                39.6500 AUD
Sale          32,089               39.6415 AUD
Sale          2,800                39.7543 AUD
Sale          120,169              39.5280 AUD
Sale          2,800                39.7463 AUD
Sale          204,940              39.7742 AUD
Sale          1,456                39.6500 AUD
Sale          9,397                39.6460 AUD
Sale          1,664                39.6378 AUD
Sale          2,089                39.5760 AUD
Sale          3,048                39.6461 AUD
Sale          58,000               39.6500 AUD
Sale          120,169              39.5280 AUD
Sale          204,940              39.7742 AUD
Sale          30,000               39.6460 AUD
Sale          545,792              39.7178 AUD
Sale          7,242                39.5847 AUD
Sale          80,637               39.6540 AUD
Sale          135,000              40.1000 AUD
Sale          24,817               39.6500 AUD
Sale          8,284                39.6500 AUD
Sale          40,000               40.3906 AUD
Sale          2,800                39.7543 AUD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit
CFD            Short         5578          39.5768
CFD            Short         1664          39.6457
CFD            Long          2800          39.7463


(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                         24 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