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               18 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     145,216,811        4.33%     1,628,566     0.05%
securities
(2) Derivatives      488,958        0.01%        22,453     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            145,731,969        4.34%     1,677,219     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      21,323               35.0000 AUD
Purchase      907,685              34.7970 AUD
Purchase      106,200              34.8594 AUD
Purchase      907,685              34.7970 AUD
Purchase      11,998               34.5054 AUD
Purchase      2,300                34.6282 AUD
Purchase      30,000               34.8455 AUD
Purchase      3,957                34.7806 AUD
Purchase      68,733               35.0000 AUD
Purchase      3,018                35.0000 AUD
Purchase      6,077                35.0000 AUD
Purchase      14,954               35.0000 AUD
Sale          688,922              34.4266 AUD
Sale          30,000               34.8455 AUD
Sale          1,500                34.4271 AUD
Sale          3,958                34.7475 AUD
Sale          5,915                35.0000 AUD
Sale          646,696              35.6500 AUD
Sale          30,000               34.8455 AUD
Sale          500                  34.6500 AUD
Sale          351,649              35.6500 AUD
Sale          36,381               35.0000 AUD
Sale          907,685              34.7970 AUD
Sale          1,295                35.0000 AUD
Sale          6,351                35.0000 AUD
Sale          21,323               35.0000 AUD
Sale          103,124              35.0000 AUD
Sale          5,812                35.0000 AUD
Sale          343,491              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          1500          34.4271
CFD            Long          500           34.65
CFD            Long          3958          34.7475
CFD            Short         11998         34.5053
CFD            Short         2300          34.6282
CFD            Short         3957          34.7805
CFD            Short         106200        34.8594

(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                         19 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                  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