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               14 March 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     153,463,828      4.57%    9,900,597       0.30%
securities
(2) Derivatives          807      0.00%       30,826       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            153,464,635      4.57%     9,931,423      0.30%


(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      7,462                37.9200 AUD
Purchase      307                  37.0000 AUD
Purchase      9,278                37.0700 AUD
Purchase      2,600                37.1080 AUD
Purchase      14,609               37.6626 AUD
Purchase      128,529              37.9162 AUD
Purchase      126,000              37.7771 AUD
Purchase      583                  37.9200 AUD
Purchase      7,559                37.9200 AUD
Purchase      224,535              37.1304 AUD
Sale          126,000              37.7771 AUD
Sale          7,462                37.9200 AUD
Sale          10,374               37.9200 AUD
Sale          10,576               37.7276 AUD
Sale          14,187               37.9200 AUD
Sale          4,591                37.5197 AUD
Sale          40,222               37.9200 AUD
Sale          2,272                37.0000 AUD
Sale          46,334               37.9200 AUD
Sale          128,529              37.9162 AUD
Sale          7,462                37.9200 AUD
Sale          224,535              37.1304 AUD
Sale          128,529              37.9162 AUD
Sale          480                  35.7500 AUD
Sale          11,399               37.9200 AUD
Sale          60,363               37.9200 AUD
Sale          39,058               37.9200 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         2600          37.108
CFD            Short         14609         37.6626
CFD            Long          10576         37.7276

(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
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.


None

Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         17 March 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