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               12 May 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     146,153,758       4.35%    1,787,444      0.05%
securities
(2) Derivatives       14,906       0.00%        1,394      0.00%
(other than
options)
(3) Options and            0       0.00%            0      0.00%
agreements to
purchase/sell
Total            146,168,664       4.36%    1,788,838      0.05%


(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      1,899                46.1300 AUD
Purchase      365                  46.5000 AUD
Purchase      355                  46.8500 AUD
Purchase      4,615                46.8500 AUD
Purchase      12,965               46.3857 AUD
Purchase      12,472               46.8500 AUD
Purchase      60,000               46.5000 AUD
Purchase      377,957              46.4270 AUD
Purchase      1,863                46.3093 AUD
Purchase      11,619               46.8314 AUD
Purchase      6,440                46.5500 AUD
Purchase      764                  46.1300 AUD
Sale          60,000               46.5000 AUD
Sale          363                  46.7267 AUD
Sale          917                  46.9906 AUD
Sale          152                  46.5320 AUD
Sale          11,395               46.3660 AUD
Sale          145,636              46.3859 AUD
Sale          60,000               46.5000 AUD
Sale          389,576              46.4390 AUD
Sale          476                  46.1300 AUD
Sale          47                   46.1300 AUD
Sale          1,312                46.1300 AUD
Sale          4,215                46.5320 AUD
Sale          657                  46.5320 AUD
Sale          204                  46.1300 AUD
Sale          624                  46.1300 AUD
Sale          2,011                46.5320 AUD
Sale          1,534                46.5321 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          11395         46.3659
CFD            Long          145636        46.3858
CFD            Long          60000         46.5
CFD            Long          363           46.7267
CFD            Long          917           46.9906
CFD            Short         1863          46.3092
CFD            Short         12965         46.3857

(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                         13 May 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