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               31 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     146,505,132        4.37%     1,086,047     0.03%
securities
(2) Derivatives       54,420        0.00%         9,263     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            146,585,752        4.37%     1,121,510     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      14,106               39.7100 AUD
Purchase      9,456                39.7179 AUD
Purchase      2,297                40.2594 AUD
Purchase      184,633              39.8727 AUD
Purchase      529                  39.7100 AUD
Purchase      1,960                39.7100 AUD
Purchase      26,300               40.3180 AUD
Purchase      22,453               39.7100 AUD
Purchase      400                  40.2860 AUD
Purchase      184,633              39.8727 AUD
Purchase      23,428               39.7100 AUD
Purchase      12,724               39.7100 AUD
Purchase      3,050                39.2600 AUD
Purchase      814                  39.7179 AUD
Purchase      200                  39.7100 AUD
Purchase      852                  40.3360 AUD
Sale          14,106               39.7100 AUD
Sale          1,304                40.3544 AUD
Sale          184,633              39.8727 AUD
Sale          27,000               39.9953 AUD
Sale          3,050                39.2600 AUD
Sale          852                  40.3360 AUD
Sale          128,404              39.7100 AUD
Sale          2,641                40.1500 AUD
Sale          2,590                39.7100 AUD
Sale          22,453               39.7100 AUD
Sale          529                  39.7100 AUD
Sale          209,198              40.2817 AUD
Sale          10,916               39.7100 AUD
Sale          12,724               39.7100 AUD
Sale          852                  40.3360 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          27000         39.9953
CFD            Long          1304          40.3544
CFD            Short         10270         39.7179
CFD            Short         2297          40.2594
CFD            Short         400           40.286
CFD            Short         26300         40.3179

(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                         01 August 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