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               07 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    153,030,705       4.56%    12,664,664      0.38%
securities
(2) Derivatives      18,938       0.00%           142      0.00%
(other than
options)
(3) Options and            0      0.00%             0      0.00%
agreements to
purchase/sell
Total            153,049,643      4.56%     12,664,806     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      5,358                39.8190 AUD
Purchase      30,000               39.9182 AUD
Purchase      5,358                39.8190 AUD
Purchase      7,571                39.8957 AUD
Purchase      92,550               39.8498 AUD
Purchase      92,550               39.8498 AUD
Purchase      5,358                39.8270 AUD
Purchase      43,390               40.0240 AUD
Purchase      6,203                40.0200 AUD
Purchase      1,401                39.8009 AUD
Purchase      14,941               40.0200 AUD
Purchase      7,571                39.8957 AUD
Sale          7,571                39.8878 AUD
Sale          92,550               39.8498 AUD
Sale          5,443                40.0200 AUD
Sale          92,550               39.8498 AUD
Sale          18,490               40.0200 AUD
Sale          30,000               39.9182 AUD
Sale          5,358                39.8190 AUD
Sale          5,358                39.8190 AUD
Sale          28,308               39.9016 AUD
Sale          7,571                39.8957 AUD
Sale          30,000               39.9182 AUD
Sale          7,571                39.8957 AUD
Sale          7,981                40.0200 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         5358          39.8269
CFD            Long          7571          39.8877

(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                         08 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