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               17 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     146,317,483        4.36%     1,895,484     0.06%
securities
(2) Derivatives      606,656        0.02%        21,654     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            146,950,339        4.38%     1,943,338     0.06%

(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      17,290               36.2898 AUD
Purchase      1,449                35.9958 AUD
Purchase      5,952                35.9958 AUD
Purchase      4,166                35.9958 AUD
Purchase      6,467                35.9958 AUD
Purchase      30,000               35.6655 AUD
Purchase      6,529                35.9958 AUD
Purchase      1,025                36.3073 AUD
Purchase      1,654                35.9958 AUD
Purchase      17,290               36.2898 AUD
Purchase      481,248              36.0368 AUD
Purchase      3,116                35.8666 AUD
Purchase      17,290               36.2934 AUD
Purchase      481,248              36.0368 AUD
Purchase      4,800                36.0687 AUD
Purchase      7,824                36.4000 AUD
Purchase      1,934                35.9959 AUD
Purchase      12,371               35.7464 AUD
Purchase      1,887                35.9958 AUD
Purchase      2,762                35.9958 AUD
Purchase      4,717                35.9958 AUD
Purchase      6,598                35.6500 AUD
Purchase      364                  35.9958 AUD
Purchase      303                  35.9959 AUD
Purchase      8,076                35.9958 AUD
Purchase      4,749                35.9958 AUD
Purchase      2,360                35.9959 AUD
Purchase      4,085                35.9958 AUD
Purchase      21,538               35.9958 AUD
Purchase      3,911                35.9958 AUD
Purchase      3,409                35.9958 AUD
Purchase      1,311                35.9958 AUD
Sale          42,371               35.6891 AUD
Sale          337,599              36.1983 AUD
Sale          3,496,353            36.4000 AUD
Sale          16,636               36.1776 AUD
Sale          17,290               36.2934 AUD
Sale          12,371               35.7464 AUD
Sale          17,290               36.2898 AUD
Sale          30,000               35.6655 AUD
Sale          481,248              36.0368 AUD
Sale          2,223                36.1917 AUD
Sale          7,824                36.4000 AUD
Sale          12,702               35.6500 AUD
Sale          1,853                35.7955 AUD
Sale          3,952                35.9652 AUD
Sale          2,283                35.6500 AUD
Sale          72,762               35.6500 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          16636         36.1775
CFD            Long          2223          36.1917
CFD            Long          337599        36.1982
CFD            Short         3116          35.8666
CFD            Short         4800          36.0686
CFD            Short         17290         36.2934
CFD            Short         1025          36.3072

(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                         18 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                39.4820          EURO           27/10/2008
Option            Purchased   26,200                 34.2000          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