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               19 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     144,167,624        4.30%     1,673,787     0.05%
securities
(2) Derivatives      534,179        0.02%        26,863     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            144,728,003        4.31%     1,726,850     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      2,607                35.4000 AUD
Purchase      299,993              35.4946 AUD
Purchase      123                  35.5633 AUD
Purchase      2,762                35.4071 AUD
Purchase      1,576                35.6895 AUD
Purchase      188,750              35.5623 AUD
Purchase      717                  35.3965 AUD
Purchase      490                  35.4000 AUD
Purchase      7,531                35.6500 AUD
Purchase      188,750              35.5623 AUD
Purchase      13,600               35.9175 AUD
Purchase      3,018                35.4000 AUD
Purchase      2,123                35.8791 AUD
Purchase      536                  35.4000 AUD
Sale          299,993              35.4946 AUD
Sale          191,907              35.4000 AUD
Sale          188,750              35.5623 AUD
Sale          38,900               35.5849 AUD
Sale          19,921               35.7524 AUD
Sale          300,710              35.4944 AUD
Sale          575                  35.8837 AUD
Sale          717                  35.3965 AUD
Sale          371                  35.4000 AUD
Sale          82,511               34.9996 AUD
Sale          243,989              35.4000 AUD
Sale          6,351                35.4000 AUD
Sale          7,750                35.4000 AUD
Sale          20,900               35.4000 AUD
Sale          343,491              35.6500 AUD
Sale          7,531                35.6500 AUD
Sale          1,652                35.4000 AUD
Sale          5,721                35.4000 AUD
Sale          23                   35.6930 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          38900         35.5849
CFD            Long          23            35.693
CFD            Long          19921         35.7523
CFD            Long          575           35.8837
CFD            Short         2762          35.407
CFD            Short         123           35.5633
CFD            Short         2123          35.8791
CFD            Short         13600         35.9175

(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                         22 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