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               14 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     153,563,135      4.58%    12,498,999      0.37%
securities
(2) Derivatives       35,633      0.00%       179,013      0.01%
(other than
options)
(3) Options and            0      0.00%             0      0.00%
agreements to
purchase/sell
Total            153,598,768      4.58%     12,678,012     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      162,296              38.1957 AUD
Purchase      162,296              38.1957 AUD
Purchase      12,090               38.2800 AUD
Purchase      2,405                38.2800 AUD
Purchase      162,296              38.1957 AUD
Purchase      20,000               38.3160 AUD
Purchase      804                  38.2800 AUD
Purchase      233,576              38.3756 AUD
Purchase      818                  38.3080 AUD
Purchase      744                  38.2800 AUD
Purchase      4,107                38.3081 AUD
Purchase      6,511                38.0607 AUD
Purchase      233,576              38.3756 AUD
Purchase      253                  38.3080 AUD
Purchase      274                  38.3080 AUD
Sale          361                  38.2800 AUD
Sale          20,000               38.3160 AUD
Sale          500                  38.5100 AUD
Sale          4,224                38.2800 AUD
Sale          2,957                38.2400 AUD
Sale          233,576              38.3756 AUD
Sale          1,978                38.2800 AUD
Sale          1,007                38.2800 AUD
Sale          11,293               38.2400 AUD
Sale          2,374                38.2800 AUD
Sale          6,099                38.2800 AUD
Sale          233,076              38.3753 AUD
Sale          20,000               38.3160 AUD
Sale          162,296              38.1957 AUD
Sale          162,296              38.1957 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         162296        38.1956

(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                         15 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