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               08 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    153,228,991       4.57%    12,674,527      0.38%
securities
(2) Derivatives       34,383      0.00%
(other than
options)
(3) Options and            0      0.00%             0      0.00%
agreements to
purchase/sell
Total            153,263,374      4.57%    12,674,527      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      861                  39.4579 AUD
Purchase      19                   39.1800 AUD
Purchase      83,861               39.0000 AUD
Purchase      14,941               39.0000 AUD
Purchase      1,787                39.3468 AUD
Purchase      12,044               39.0000 AUD
Purchase      19                   39.1800 AUD
Purchase      719                  39.4145 AUD
Purchase      861                  39.4500 AUD
Purchase      500                  39.4461 AUD
Purchase      23,637               39.4145 AUD
Purchase      2,287                39.0000 AUD
Purchase      334                  39.4145 AUD
Purchase      382                  39.0000 AUD
Purchase      69,347               39.4500 AUD
Purchase      861                  39.4500 AUD
Purchase      861                  39.1600 AUD
Purchase      1,202                39.4500 AUD
Purchase      60,000               39.0621 AUD
Purchase      13,800               39.4139 AUD
Purchase      11,210               39.0000 AUD
Purchase      2,458                39.0000 AUD
Purchase      56,150               39.0000 AUD
Purchase      85,954               39.0039 AUD
Purchase      2,648                39.2861 AUD
Purchase      13,800               39.4139 AUD
Purchase      1,870                39.4145 AUD
Purchase      500                  39.4224 AUD
Purchase      259                  39.4500 AUD
Sale          60,000               39.0621 AUD
Sale          13,800               39.4139 AUD
Sale          19                   39.1800 AUD
Sale          83,861               39.0000 AUD
Sale          500                  39.4461 AUD
Sale          2,458                39.0000 AUD
Sale          60,000               39.0621 AUD
Sale          19                   39.1800 AUD
Sale          382                  39.0000 AUD
Sale          2,648                39.2861 AUD
Sale          2,287                39.0000 AUD
Sale          861                  39.4500 AUD
Sale          16,448               39.3933 AUD
Sale          861                  39.4500 AUD
Sale          500                  39.4461 AUD
Sale          805                  39.4500 AUD
Sale          2,664                39.0923 AUD
Sale          1,787                39.3389 AUD
Sale          13,800               39.4021 AUD
Sale          325                  39.4500 AUD
Sale          861                  39.1522 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         861           39.4578
CFD            Long          861           39.1521
CFD            Long          1787          39.3389
CFD            Long          13800         39.402

(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                         09 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