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               18 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     153,290,039      4.57%    12,221,574      0.36%
securities
(2) Derivatives       59,733      0.00%          8,503     0.00%
(other than
options)
(3) Options and            0      0.00%             0      0.00%
agreements to
purchase/sell
Total            153,349,772      4.57%     12,230,077     0.36%


(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      40,460               34.8035 AUD
Purchase      10,837               34.7513 AUD
Purchase      42,500               34.5438 AUD
Purchase      196,134              34.9137 AUD
Purchase      196,134              34.9137 AUD
Purchase      6,335                34.7591 AUD
Purchase      10,837               34.7513 AUD
Purchase      15,392               34.5128 AUD
Purchase      42,500               34.5438 AUD
Purchase      15,392               34.5128 AUD
Purchase      2,934                34.8571 AUD
Purchase      4,709                34.7604 AUD
Purchase      40,460               34.8035 AUD
Purchase      42,500               34.5438 AUD
Purchase      934                  34.9900 AUD
Purchase      2,000                34.7950 AUD
Purchase      6,128                34.7567 AUD
Sale          2,934                34.8571 AUD
Sale          196,134              34.9138 AUD
Sale          196,134              34.9137 AUD
Sale          40,460               34.8035 AUD
Sale          42,500               34.5438 AUD
Sale          6,128                34.7497 AUD
Sale          14,000               37.5000 AUD
Sale          10,837               34.7513 AUD
Sale          934                  34.9830 AUD
Sale          6,203                34.8000 AUD
Sale          42,500               34.5438 AUD
Sale          15,392               34.5128 AUD
Sale          15,392               34.5024 AUD
Sale          108,235              34.8000 AUD
Sale          66,391               34.8000 AUD
Sale          4,709                34.7535 AUD
Sale          2,000                34.7880 AUD
Sale          18,326               34.5679 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         42500         34.5437
CFD            Short         6128          34.7566
CFD            Short         4709          34.7604
CFD            Short         582           36.8273
CFD            Long          15392         34.5024
CFD            Long          2000          34.788
CFD            Long          934           34.9829
CFD            Long          14000         37.5

(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                         21 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