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               07 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      153,843,911     4.58%    10,168,113      0.30%
securities
(2) Derivatives         3,007     0.00%        22,026      0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            153,846,918      4.58%   10,190,139       0.30%


(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      29,348               38.8391 AUD
Purchase      814                  38.6277 AUD
Purchase      128,529              38.8839 AUD
Purchase      128,529              38.8839 AUD
Purchase      7,505                39.3501 AUD
Purchase      1,312                38.7160 AUD
Purchase      1,900                39.3426 AUD
Purchase      1,461                38.8391 AUD
Purchase      24,546               38.8391 AUD
Purchase      444,511              38.8030 AUD
Purchase      10,218               38.8754 AUD
Purchase      42,956               38.8391 AUD
Purchase      2,697                38.7160 AUD
Sale          814                  39.3521 AUD
Sale          33,690               38.8800 AUD
Sale          11,217               38.9250 AUD
Sale          166,604              39.0037 AUD
Sale          128,529              38.8839 AUD
Sale          3,954                38.8862 AUD
Sale          444,511              38.8030 AUD
Sale          10,018               38.8800 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         814           38.6277
CFD            Short         10218         38.8754
CFD            Short         1900          39.3426
CFD            Short         7505          39.35
CFD            Long          11217         38.9249
CFD            Long          166604        39.0037
CFD            Long          814           39.3521

(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                         10 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