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               25 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     153,536,192      4.57%      11,378,389    0.34%
securities
(2) Derivatives      385,999      0.01%           2,355    0.00%
(other than
options)
(3) Options and            0      0.00%              0     0.00%
agreements to
purchase/sell
Total            153,922,191      4.59%      11,380,744    0.34%


(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      22,976               36.8000 AUD
Purchase      4,294                36.8000 AUD
Purchase      213,738              36.7963 AUD
Purchase      1,512                36.8000 AUD
Purchase      8,380                35.9047 AUD
Purchase      26,465               36.8000 AUD
Purchase      173,342              36.0797 AUD
Purchase      5,000                36.2607 AUD
Purchase      39,934               36.2801 AUD
Purchase      1,804                35.5860 AUD
Purchase      139,100              36.2575 AUD
Sale          5,000                36.2607 AUD
Sale          316,439              35.6058 AUD
Sale          3,492                35.6246 AUD
Sale          112,479              36.8000 AUD
Sale          5,780                36.0132 AUD
Sale          12,689               36.8000 AUD
Sale          5,209                36.1096 AUD
Sale          20,689               36.8000 AUD
Sale          213,738              36.7963 AUD
Sale          8,616                36.2867 AUD
Sale          213,738              36.7963 AUD
Sale          65,168               36.1095 AUD
Sale          173,342              36.0797 AUD
Sale          10,757               36.1095 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         1804          35.586
CFD            Short         8380          35.9047
CFD            Short         139100        36.2575
CFD            Long          316439        35.6057
CFD            Long          3492          35.6246
CFD            Long          5780          36.0132

(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                         28 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