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               24 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     154,066,783      4.59%     10,818,739     0.32%
securities
(2) Derivatives      210,464      0.01%          3,247     0.00%
(other than
options)
(3) Options and            0      0.00%              0     0.00%
agreements to
purchase/sell
Total            154,277,247      4.60%      10,821,986    0.32%


(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      1,799                34.3589 AUD
Purchase      94,542               34.3066 AUD
Purchase      42,748               34.7035 AUD
Purchase      85,495               34.8165 AUD
Purchase      7,555                34.8200 AUD
Purchase      647                  34.6300 AUD
Purchase      3,492                34.0756 AUD
Purchase      1,146                34.3589 AUD
Purchase      2,681                34.6300 AUD
Purchase      2,360                34.5379 AUD
Purchase      1,400                34.0768 AUD
Purchase      5,000                34.3986 AUD
Purchase      81,416               34.3120 AUD
Purchase      366                  34.6300 AUD
Purchase      42,748               34.7035 AUD
Sale          42,748               34.7035 AUD
Sale          5,000                34.3986 AUD
Sale          556                  34.3971 AUD
Sale          308,389              34.5133 AUD
Sale          85,495               34.8165 AUD
Sale          16,300               33.8900 AUD
Sale          23,447               33.8900 AUD
Sale          81,416               34.3120 AUD
Sale          5,412                33.8900 AUD
Sale          2,198                34.2652 AUD
Sale          85,495               34.8165 AUD
Sale          108,235              34.8200 AUD
Sale          239                  34.1441 AUD
Sale          21,673               33.8900 AUD
Sale          501                  34.4268 AUD
Sale          94,542               34.3066 AUD
Sale          15,670               33.8900 AUD
Sale          182,276              34.8200 AUD
Sale          2,505                34.3971 AUD
Sale          43,294               34.8200 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         3492          34.0756
CFD            Short         1400          34.0768
CFD            Long          2198          34.2651
CFD            Long          501           34.4268
CFD            Long          308389        34.5133

(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                         25 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