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               23 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      145,927,971       4.35%     1,171,865     0.03%
securities
(2) Derivatives       34,385        0.00%       175,064     0.01%
(other than
options)
(3) Options and            0        0.00%             0     0.00%
agreements to
purchase/sell
Total            145,962,356        4.35%     1,346,929     0.04%


(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      8,235                38.5879 AUD
Purchase      97,790               38.6352 AUD
Purchase      181,128              38.4275 AUD
Purchase      83,338               38.1838 AUD
Purchase      795                  38.1876 AUD
Purchase      168,464              38.6761 AUD
Purchase      21,416               38.6800 AUD
Purchase      2,686                38.1800 AUD
Purchase      4,604                38.1800 AUD
Purchase      5,619                38.5124 AUD
Purchase      24,801               38.5879 AUD
Purchase      90,542               38.5879 AUD
Purchase      2,614                38.5879 AUD
Purchase      880                  38.5879 AUD
Purchase      7,119                38.5879 AUD
Purchase      414                  38.5879 AUD
Purchase      1,010                38.5880 AUD
Purchase      947                  38.6993 AUD
Purchase      93,009               38.5879 AUD
Purchase      6,423                38.6800 AUD
Purchase      1,437                38.5879 AUD
Purchase      4,533                38.6800 AUD
Purchase      2,041                38.5879 AUD
Purchase      3,161                38.5879 AUD
Purchase      1,084                38.5879 AUD
Purchase      3,318                38.5879 AUD
Purchase      1,421                38.5880 AUD
Sale          250                  37.9800 AUD
Sale          5,989                38.3499 AUD
Sale          32,127               38.1800 AUD
Sale          5,571                38.5396 AUD
Sale          168,464              38.6761 AUD
Sale          83,338               38.1838 AUD
Sale          168,464              38.6761 AUD
Sale          36,449               38.6962 AUD
Sale          50,585               38.6800 AUD
Sale          97,790               38.6352 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          5989          38.3499
CFD            Long          5571          38.5395
CFD            Short         795           38.1876
CFD            Short         5619          38.5124

(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                         24 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