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               18 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     145,305,612        4.33%     1,044,269     0.03%
securities
(2) Derivatives       32,058        0.00%       110,939     0.00%
(other than
options)
(3) Options and            0        0.00%             0     0.00%
agreements to
purchase/sell
Total            145,337,670        4.33%     1,155,208     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      50,000               36.6500 AUD
Purchase      1,741                36.9500 AUD
Purchase      208,345              36.6537 AUD
Purchase      50,000               36.6500 AUD
Purchase      812                  36.9574 AUD
Purchase      208,345              36.6537 AUD
Purchase      3,022                36.6500 AUD
Purchase      3                    36.9567 AUD
Purchase      24,500               37.0840 AUD
Sale          1,436                36.7826 AUD
Sale          3,755                36.9930 AUD
Sale          50,000               36.6500 AUD
Sale          208,345              36.6537 AUD
Sale          407                  37.1617 AUD
Sale          34,200               36.9962 AUD
Sale          12,702               36.6500 AUD
Sale          18,110               36.6500 AUD
Sale          7,400                36.8664 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          1436          36.7826
CFD            Long          7400          36.8664
CFD            Long          3755          36.993
CFD            Long          34200         36.9961
CFD            Long          407           37.1616
CFD            Short         50000         36.65
CFD            Short         3             36.9566
CFD            Short         812           36.9573
CFD            Short         24500         37.084

(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                         21 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