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               26 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     153,045,274      4.56%    9,840,583      0.29%
securities
(2) Derivatives       23,287      0.00%        2,000      0.00%
(other than
options)
(3) Options and            0      0.00%            0      0.00%
agreements to
purchase/sell
Total            153,068,561      4.56%     9,842,583     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      55,678               38.7500 AUD
Purchase      828                  39.1578 AUD
Purchase      119,239              39.1972 AUD
Purchase      2,478                39.1399 AUD
Purchase      119,182              38.7461 AUD
Purchase      5,639                39.0242 AUD
Purchase      20,000               38.7461 AUD
Sale          5,639                39.1241 AUD
Sale          119,182              38.7461 AUD
Sale          20,000               38.7461 AUD
Sale          828                  38.9822 AUD
Sale          47,347               39.2323 AUD
Sale          825                  39.1961 AUD
Sale          4,891                38.9998 AUD
Sale          500                  39.0326 AUD
Sale          119,239              39.1972 AUD
Sale          139,182              38.7461 AUD
Sale          55,678               38.7500 AUD
Sale          23,100               38.6636 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         5639          39.0242
CFD            Short         2478          39.1399
CFD            Short         828           39.1578
CFD            Long          23100         38.6635
CFD            Long          828           38.9821
CFD            Long          5639          39.1241
CFD            Long          825           39.1961

(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                         27 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