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               05 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     153,732,961      4.58%    10,320,832     0.31%
securities
(2) Derivatives            0      0.00%       175,983     0.01%
(other than
options)
(3) Options and            0      0.00%            0      0.00%
agreements to
purchase/sell
Total            153,732,961      4.58%    10,496,815     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      274,522              39.4922 AUD
Purchase      811                  38.9727 AUD
Purchase      811                  38.9961 AUD
Purchase      377,451              39.5573 AUD
Purchase      695                  39.0300 AUD
Purchase      39                   39.3159 AUD
Purchase      2,824                39.1172 AUD
Purchase      980                  39.4300 AUD
Purchase      5,003                39.4300 AUD
Purchase      60,000               39.0339 AUD
Purchase      37                   39.3157 AUD
Purchase      840,266              38.5900 AUD
Purchase      25,100               39.0300 AUD
Purchase      383,236              38.6600 AUD
Purchase      3,135                39.4300 AUD
Purchase      6,179                39.6295 AUD
Purchase      26,870               39.2402 AUD
Purchase      920                  39.4300 AUD
Purchase      123                  39.3158 AUD
Purchase      240,044              39.4066 AUD
Purchase      194                  39.3159 AUD
Purchase      60,000               39.0339 AUD
Sale          3,265                39.4300 AUD
Sale          27,108               39.3055 AUD
Sale          2,172                39.4300 AUD
Sale          60,000               39.0339 AUD
Sale          2,657                39.4300 AUD
Sale          65,600               39.0989 AUD
Sale          811                  38.9961 AUD
Sale          240,044              39.4066 AUD
Sale          585                  39.4300 AUD
Sale          193                  39.4300 AUD
Sale          377,451              39.5573 AUD
Sale          811                  38.9961 AUD
Sale          276                  39.4300 AUD
Sale          240,044              39.4066 AUD
Sale          890                  39.4300 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         2824          39.1172
CFD            Short         26870         39.2401
CFD            Short         274522        39.4921
CFD            Long          65600         39.0988
CFD            Long          27108         39.3055


(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                         06 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