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               16 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     145,308,114        4.33%     1,098,972     0.03%
securities
(2) Derivatives       56,761        0.00%       266,853     0.01%
(other than
options)
(3) Options and            0        0.00%             0     0.00%
agreements to
purchase/sell
Total            145,364,875        4.33%     1,365,825     0.04%


(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      7,629                38.9466 AUD
Purchase      55                   38.6900 AUD
Purchase      421                  38.9467 AUD
Purchase      965                  38.6900 AUD
Purchase      79                   38.6900 AUD
Purchase      1,942                38.9467 AUD
Purchase      91                   38.6900 AUD
Purchase      351                  38.6900 AUD
Purchase      7,442                38.9466 AUD
Purchase      41                   38.6900 AUD
Purchase      868                  38.9467 AUD
Purchase      2,156                38.9466 AUD
Purchase      101                  38.6900 AUD
Purchase      1,182                38.9466 AUD
Purchase      242                  38.6900 AUD
Purchase      19                   38.6900 AUD
Purchase      360                  38.6900 AUD
Purchase      61,572               38.9466 AUD
Purchase      2,923                38.6900 AUD
Purchase      105                  38.6900 AUD
Purchase      2,232                38.9466 AUD
Purchase      259                  38.3000 AUD
Purchase      67,866               39.1032 AUD
Purchase      41,735               39.3779 AUD
Purchase      329,786              38.9127 AUD
Purchase      81,311               39.2861 AUD
Purchase      60,000               39.2861 AUD
Purchase      26,131               38.6644 AUD
Purchase      3,252                39.2192 AUD
Purchase      5,135                38.9466 AUD
Purchase      1,667                38.9466 AUD
Purchase      20,437               38.9466 AUD
Purchase      55,150               38.3000 AUD
Purchase      3,022                39.2900 AUD
Purchase      170                  39.2900 AUD
Purchase      36                   38.6900 AUD
Purchase      769                  38.9467 AUD
Purchase      18                   38.6900 AUD
Purchase      394                  38.9466 AUD
Purchase      1,688                38.9466 AUD
Purchase      78                   38.6900 AUD
Purchase      259                  38.6900 AUD
Purchase      10,708               38.9466 AUD
Purchase      505                  38.6900 AUD
Purchase      9,261                38.9466 AUD
Purchase      397                  38.6900 AUD
Purchase      2,328                38.9466 AUD
Purchase      109                  38.6900 AUD
Purchase      5,501                38.9467 AUD
Purchase      437                  38.6900 AUD
Purchase      4,104                38.9467 AUD
Purchase      8,415                38.9466 AUD
Purchase      193                  38.6900 AUD
Purchase      1,193                38.9466 AUD
Purchase      56                   38.6900 AUD
Purchase      796                  38.6900 AUD
Purchase      16,868               38.9466 AUD
Purchase      181                  38.6900 AUD
Purchase      3,836                38.9467 AUD
Sale          138                  39.1522 AUD
Sale          141,311              39.2861 AUD
Sale          60,000               39.2861 AUD
Sale          41,735               39.3779 AUD
Sale          26,131               38.6644 AUD
Sale          5,550                39.2900 AUD
Sale          8,397                38.6900 AUD
Sale          81,311               39.2861 AUD
Sale          2,130                38.2425 AUD
Sale          4,400                38.5469 AUD
Sale          2,386                39.2900 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          4400          38.5469
CFD            Long          138           39.1521
CFD            Short         329786        38.9127
CFD            Short         3252          39.2191


(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                         17 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