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               22 February 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     153,590,243      4.58%        9,714,599   0.29%
securities
(2) Derivatives          691      0.00%           39,351   0.00%
(other than
options)
(3) Options and            0      0.00%               0    0.00%
agreements to
purchase/sell
Total            153,590,934      4.58%       9,753,950    0.29%


(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      151,695              39.0547 AUD
Purchase      154,800              38.9832 AUD
Purchase      7,500                39.0125 AUD
Purchase      60,000               39.6445 AUD
Purchase      19,487               39.7300 AUD
Purchase      4,000                38.9270 AUD
Purchase      25,674               39.7300 AUD
Purchase      60,000               39.6445 AUD
Purchase      48,201               38.8257 AUD
Sale          5,100                38.8693 AUD
Sale          29,559               39.0771 AUD
Sale          7,878                39.0771 AUD
Sale          151,695              39.0547 AUD
Sale          47,410               39.7240 AUD
Sale          3,305                39.7300 AUD
Sale          154,800              38.9832 AUD
Sale          4,317                39.7300 AUD
Sale          33,690               39.7300 AUD
Sale          19,487               39.7300 AUD
Sale          9,729                38.8358 AUD
Sale          60,000               39.6445 AUD
Sale          48,201               38.8257 AUD
Sale          48,201               38.8257 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         4000          38.9269
CFD            Short         7500          39.0125
CFD            Long          5100          38.8693

(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 February 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