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 LIMITED
Class of relevant security    NPV
to which the dealings being
disclosed relate (Note 2)
Date of dealing               04 January 2008

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    153,057,205       4.56%    12,585,504      0.38%
securities
(2) Derivatives      18,938       0.00%         2,355      0.00%
(other than
options)
(3) Options and            0      0.00%             0      0.00%
agreements to
purchase/sell
Total            153,076,143      4.56%     12,587,859     0.38%


(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      46,936               40.8371 AUD
Purchase      26,563               40.8500 AUD
Purchase      851                  40.5681 AUD
Purchase      851                  40.9200 AUD
Purchase      22,460               40.8500 AUD
Purchase      11,338               40.8169 AUD
Purchase      1,000                40.7300 AUD
Purchase      260,462              40.8188 AUD
Purchase      1,555                40.8500 AUD
Purchase      66,936               40.8334 AUD
Purchase      1,275                40.8600 AUD
Purchase      8,400                40.8736 AUD
Purchase      20,000               40.8249 AUD
Purchase      2,938                40.6546 AUD
Purchase      2,087                40.7013 AUD
Purchase      1,851                40.8174 AUD
Purchase      260,462              40.8188 AUD
Purchase      8,400                40.8859 AUD
Sale          20,000               40.8249 AUD
Sale          8,400                40.8736 AUD
Sale          26,563               40.8500 AUD
Sale          2,087                40.6931 AUD
Sale          2,938                40.6546 AUD
Sale          8,400                40.8736 AUD
Sale          851                  40.5600 AUD
Sale          260,462              40.8188 AUD
Sale          260,462              40.8188 AUD
Sale          851                  40.9118 AUD
Sale          46,936               40.8371 AUD
Sale          1,000                40.7219 AUD
Sale          1,851                40.8174 AUD
Sale          1,851                40.8174 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         851           40.5681
CFD            Short         2087          40.7012
CFD            Short         8400          40.8858
CFD            Long          1000          40.7218
CFD            Long          851           40.9118

(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                         07 January 2008
Contact name                               Geoff Smith
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