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               03 March 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     152,322,069      4.54%   10,266,088      0.31%
securities
(2) Derivatives      172,145      0.01%        7,497      0.00%
(other than
options)
(3) Options and            0      0.00%            0      0.00%
agreements to
purchase/sell
Total            152,494,214      4.54%    10,273,585     0.31%


(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      1,134                38.9961 AUD
Purchase      41,006               38.9008 AUD
Purchase      3,821                38.5900 AUD
Purchase      2,943                39.5800 AUD
Purchase      1,263                39.0000 AUD
Purchase      258                  39.5800 AUD
Purchase      1,134                38.9805 AUD
Purchase      65,621               38.5939 AUD
Purchase      4,407                38.9726 AUD
Purchase      3,776                38.5741 AUD
Purchase      194,116              38.6683 AUD
Purchase      65,621               38.5939 AUD
Purchase      3,416                38.7500 AUD
Purchase      972                  39.0000 AUD
Purchase      990                  39.5800 AUD
Purchase      207                  39.5800 AUD
Purchase      10,488               39.5800 AUD
Purchase      776                  39.5800 AUD
Purchase      387                  39.5800 AUD
Purchase      418                  39.5800 AUD
Purchase      74,605               38.9409 AUD
Sale          238                  38.7500 AUD
Sale          74,605               38.9409 AUD
Sale          1,254                38.5976 AUD
Sale          1,726                39.0000 AUD
Sale          3,039                39.0000 AUD
Sale          41,006               38.9008 AUD
Sale          194,116              38.6683 AUD
Sale          1,134                38.9961 AUD
Sale          2,433                38.7500 AUD
Sale          194,116              38.6683 AUD
Sale          6,117                38.5900 AUD
Sale          33,690               38.5900 AUD
Sale          3,918                38.5976 AUD
Sale          5,568                39.5800 AUD
Sale          1,043                39.0000 AUD
Sale          4,000                38.5873 AUD
Sale          171,876              38.6421 AUD
Sale          24,478               39.5800 AUD
Sale          1,134                38.9961 AUD
Sale          65,621               38.5939 AUD
Sale          1,076                39.0000 AUD
Sale          11,530               38.5900 AUD
Sale          745                  38.7500 AUD
Sale          12,776               38.5976 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         3776          38.5741
CFD            Short         4407          38.9726
CFD            Long          4000          38.5872
CFD            Long          171876        38.642

(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
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.


None

Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         04 March 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