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               15 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     153,634,336      4.58%    12,392,955      0.37%
securities
(2) Derivatives       31,233      0.00%        48,427      0.00%
(other than
options)
(3) Options and            0      0.00%             0      0.00%
agreements to
purchase/sell
Total            153,665,569      4.58%     12,441,382     0.37%


(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      106,870              38.7139 AUD
Purchase      4,400                39.0626 AUD
Purchase      4,486                38.7842 AUD
Purchase      5,412                38.7787 AUD
Purchase      11,359               38.9299 AUD
Purchase      49,252               38.7875 AUD
Purchase      49,252               38.7875 AUD
Purchase      9,400                38.8965 AUD
Purchase      23,447               38.7787 AUD
Purchase      5,000                38.7605 AUD
Purchase      4,400                39.0509 AUD
Purchase      21,673               38.7787 AUD
Purchase      5,000                38.7683 AUD
Purchase      3,430                38.7100 AUD
Purchase      318                  38.7100 AUD
Purchase      2,322                38.9187 AUD
Purchase      106,870              38.7139 AUD
Purchase      2,164                38.6400 AUD
Purchase      16,300               38.7787 AUD
Purchase      11,359               38.9299 AUD
Purchase      12,406               38.7100 AUD
Purchase      15,670               38.7787 AUD
Sale          4,400                39.0509 AUD
Sale          12,848               38.7100 AUD
Sale          11,359               38.9299 AUD
Sale          11,359               38.9299 AUD
Sale          5,988                38.8412 AUD
Sale          4,400                39.0509 AUD
Sale          22,460               38.7100 AUD
Sale          4,486                38.7842 AUD
Sale          62,137               38.7100 AUD
Sale          4,486                38.7842 AUD
Sale          5,000                38.7605 AUD
Sale          5,000                38.7605 AUD
Sale          49,252               38.7875 AUD
Sale          49,252               38.7875 AUD
Sale          2,322                38.9109 AUD
Sale          2,164                38.6323 AUD
Sale          106,870              38.7139 AUD
Sale          35,806               38.7100 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         5000          38.7682
CFD            Short         4400          39.0626
CFD            Long          2164          38.6322
CFD            Long          2322          38.9108

(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                         16 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