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               15 September 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     149,666,227        4.46%     1,217,726     0.04%
securities
(2) Derivatives       52,275        0.00%         8,291     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            149,744,702        4.46%     1,252,217     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      41,501               36.7163 AUD
Purchase      592                  36.1537 AUD
Purchase      200                  35.9300 AUD
Purchase      2,335                35.9300 AUD
Purchase      604                  35.9300 AUD
Purchase      52,493               36.0500 AUD
Purchase      12,140               36.0500 AUD
Purchase      884                  35.9300 AUD
Purchase      2,439                36.3539 AUD
Purchase      6,888                36.1537 AUD
Purchase      14,885               36.5697 AUD
Purchase      284,979              36.2224 AUD
Purchase      5,324                36.0572 AUD
Purchase      3,100                36.4203 AUD
Purchase      1,982                35.7759 AUD
Purchase      914                  36.0572 AUD
Purchase      284,979              36.2224 AUD
Purchase      574                  35.9300 AUD
Purchase      279                  36.1537 AUD
Purchase      1,155                36.1537 AUD
Purchase      1,785                36.1537 AUD
Purchase      11,300               36.0000 AUD
Purchase      2,612                36.1537 AUD
Purchase      77,766               36.0500 AUD
Purchase      94                   35.9300 AUD
Purchase      1,698                36.1537 AUD
Purchase      390                  35.9300 AUD
Purchase      760                  36.1537 AUD
Purchase      539                  35.1500 AUD
Purchase      257                  35.9300 AUD
Purchase      694                  36.1537 AUD
Purchase      234                  35.9300 AUD
Purchase      13,143               34.4700 AUD
Sale          41,501               36.7163 AUD
Sale          284,979              36.2224 AUD
Sale          2,530                36.0500 AUD
Sale          1,968                36.0240 AUD
Sale          1,453                36.0500 AUD
Sale          72,612               36.0500 AUD
Sale          12,140               36.0500 AUD
Sale          6,351                36.0500 AUD
Sale          3,500                36.3869 AUD
Sale          11,300               36.0000 AUD
Sale          5,572                35.9300 AUD
Sale          41,501               36.7163 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          1968          36.0239
CFD            Long          3500          36.3868
CFD            Short         1982          35.7758
CFD            Short         6238          36.0572
CFD            Short         2439          36.3538
CFD            Short         3100          36.4203
CFD            Short         14885         36.5697

(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)                 YES


Date of disclosure                         16 September 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)


SUPPLEMENTAL FORM 8

DETAILS OF OPEN POSITIONS
(This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)


OPEN POSITIONS (Note 1)
Product name,     Written or  Number of securities   Exercise price   Type, e.g.     Expiry date
e.g. call option  purchased   to which the option    (Note 2)         American,
                              or derivative relates                   European etc.
Option            Purchased   26,200                 34.2000          EURO           27/10/2008
Option            Purchased   -26,200                39.4820          EURO           27/10/2008

Notes

1. Where there are open option positions or open derivative positions (except for CFD's), full details should be given.
Full details of any existing agreements to purchase or to sell should also be given on this form.

2. For all prices and other monetary amounts, the currency must be stated.

For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover
Panel's website at www.thetakeoverpanel.org.uk