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               30 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     146,745,404        4.37%     1,087,747     0.03%
securities
(2) Derivatives       56,120        0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            146,827,724        4.37%     1,113,947     0.03%


(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                  39.1700 AUD
Purchase      1,003                39.0900 AUD
Purchase      967                  39.1700 AUD
Purchase      785                  39.1700 AUD
Purchase      2,960                39.0572 AUD
Purchase      626                  39.0571 AUD
Purchase      165                  39.1700 AUD
Purchase      794                  39.1700 AUD
Purchase      2,996                39.0571 AUD
Purchase      3,348                39.0571 AUD
Purchase      888                  39.1700 AUD
Purchase      149                  39.1700 AUD
Purchase      18,606               39.0571 AUD
Purchase      566                  39.0572 AUD
Purchase      1,034                39.0571 AUD
Purchase      2,211                39.0572 AUD
Purchase      586                  39.1700 AUD
Purchase      1,187                39.1700 AUD
Purchase      4,476                39.0571 AUD
Purchase      5,214                39.2600 AUD
Purchase      115                  38.9978 AUD
Purchase      91,500               39.2295 AUD
Purchase      80,728               39.1816 AUD
Purchase      80,728               39.1816 AUD
Purchase      26,388               39.2561 AUD
Purchase      4,935                39.1700 AUD
Purchase      182                  39.1700 AUD
Purchase      33,790               39.0571 AUD
Purchase      8,973                39.1700 AUD
Purchase      430                  39.2600 AUD
Purchase      148                  39.1700 AUD
Purchase      559                  39.0572 AUD
Purchase      67                   39.1700 AUD
Purchase      254                  39.0571 AUD
Purchase      151                  39.1700 AUD
Purchase      570                  39.0572 AUD
Purchase      3,647                39.0571 AUD
Purchase      690                  39.0572 AUD
Purchase      66                   39.1700 AUD
Purchase      11,704               39.0571 AUD
Purchase      252                  39.0572 AUD
Purchase      203                  39.1700 AUD
Purchase      766                  39.0572 AUD
Purchase      3,104                39.1700 AUD
Purchase      4,579                39.1700 AUD
Purchase      5,776                39.0571 AUD
Purchase      1,532                39.1700 AUD
Purchase      7,166                39.0571 AUD
Purchase      1,900                39.1700 AUD
Purchase      17,266               39.0571 AUD
Sale          8,930                39.1700 AUD
Sale          2,321                39.1700 AUD
Sale          155                  39.2024 AUD
Sale          42,700               39.0360 AUD
Sale          80,728               39.1816 AUD
Sale          26,388               39.2561 AUD
Sale          20,384               39.1700 AUD
Sale          26,388               39.2561 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          42700         39.036
CFD            Long          155           39.2023
CFD            Short         115           38.9978
CFD            Short         91500         39.2295

(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                         31 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)


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