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               10 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      153,547,535     4.58%    12,668,889      0.38%
securities
(2) Derivatives        31,433     0.00%       124,950      0.00%
(other than
options)
(3) Options and            0      0.00%             0      0.00%
agreements to
purchase/sell
Total            153,578,968      4.58%     12,793,839     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      30,000               39.1216 AUD
Purchase      25,001               38.9314 AUD
Purchase      1,561                34.5718 AUD
Purchase      11,463               38.8700 AUD
Purchase      21,364               39.0939 AUD
Purchase      484                  38.9200 AUD
Purchase      868                  38.9800 AUD
Purchase      39,583               39.0010 AUD
Purchase      37                   38.9200 AUD
Purchase      967                  38.9200 AUD
Purchase      5,787                39.0900 AUD
Purchase      4,600                39.0354 AUD
Purchase      4,600                39.0354 AUD
Purchase      672                  38.9800 AUD
Purchase      5,735                38.8700 AUD
Purchase      37,386               39.0109 AUD
Purchase      39,583               39.0010 AUD
Purchase      429                  38.8700 AUD
Purchase      21,364               39.0939 AUD
Purchase      1,231                38.9200 AUD
Purchase      22,460               39.0900 AUD
Purchase      2,162                38.9800 AUD
Purchase      14,624               38.8700 AUD
Purchase      12,385               39.1713 AUD
Sale          39,583               39.0010 AUD
Sale          1,561                34.5718 AUD
Sale          1,557                38.8700 AUD
Sale          354                  38.8700 AUD
Sale          30,000               39.1216 AUD
Sale          25,001               38.9314 AUD
Sale          733                  38.8700 AUD
Sale          4,600                39.0237 AUD
Sale          30,000               39.1216 AUD
Sale          39,583               39.0010 AUD
Sale          782                  38.8700 AUD
Sale          267                  38.8700 AUD
Sale          4,600                39.0354 AUD
Sale          7,971                38.8700 AUD
Sale          21,364               39.0939 AUD
Sale          715                  38.8700 AUD
Sale          2,177                38.8700 AUD
Sale          6,652                38.8700 AUD
Sale          12,385               39.1713 AUD
Sale          5,013                38.8700 AUD
Sale          12,385               39.1713 AUD
Sale          2,573                38.8700 AUD
Sale          25,001               38.9314 AUD
Sale          3,121                38.8700 AUD
Sale          4,600                39.0354 AUD
Sale          336                  38.8700 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          4600          39.0237

(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                         11 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