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 July 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     144,829,817        4.32%     1,100,619      0.03%
securities
(2) Derivatives      118,408        0.00%
(other than
options)
(3) Options and            0        0.00%             0      0.00%
agreements to
purchase/sell
Total            144,948,225        4.32%     1,100,619      0.03%


(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      205                  39.3600 AUD
Purchase      30,000               39.3639 AUD
Purchase      88,314               40.0775 AUD
Purchase      2,016                39.9277 AUD
Purchase      147,125              39.3639 AUD
Purchase      41,733               39.9960 AUD
Purchase      25,419               40.0000 AUD
Purchase      177,125              39.3639 AUD
Purchase      190,747              39.3600 AUD
Purchase      634                  40.1700 AUD
Purchase      53                   39.3600 AUD
Purchase      1,704                39.3600 AUD
Purchase      18,515               39.3600 AUD
Sale          41,733               39.9960 AUD
Sale          30,000               39.3639 AUD
Sale          32,225               40.0000 AUD
Sale          3,246                39.7924 AUD
Sale          147,125              39.3639 AUD
Sale          41,733               39.9960 AUD
Sale          2,131                39.6264 AUD
Sale          53                   39.3600 AUD
Sale          190,747              39.3600 AUD
Sale          22,533               39.3600 AUD
Sale          205                  39.3600 AUD
Sale          76,878               39.3600 AUD
Sale          20,112               39.3600 AUD
Sale          5,542                39.6263 AUD


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          3246          39.7923
CFD            Short         2016          39.9277
CFD            Short         88314         40.0774


(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 July 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