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 May 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     146,465,129       4.36%    1,551,408      0.05%
securities
(2) Derivatives       11,419       0.00%        2,703      0.00%
(other than
options)
(3) Options and            0       0.00%            0      0.00%
agreements to
purchase/sell
Total            146,476,548       4.36%    1,554,111      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      249,963              47.0022 AUD
Purchase      17,922               47.9879 AUD
Purchase      15,700               47.9247 AUD
Purchase      2,000                46.5000 AUD
Purchase      6,300                46.5756 AUD
Purchase      2,000                46.4422 AUD
Purchase      918                  47.9800 AUD
Purchase      130,477              48.5600 AUD
Purchase      14,185               47.9800 AUD
Purchase      2,000                46.9640 AUD
Purchase      78,000               48.1603 AUD
Purchase      5,984                47.7758 AUD
Purchase      57,704               48.5600 AUD
Purchase      101,500              48.1603 AUD
Purchase      59,645               48.1603 AUD
Sale          249,963              47.0022 AUD
Sale          3,228                47.5364 AUD
Sale          2,000                46.5000 AUD
Sale          17,922               47.9879 AUD
Sale          2,000                46.4422 AUD
Sale          15,700               47.9247 AUD
Sale          5,064                48.0324 AUD
Sale          3,139                47.5364 AUD
Sale          5,162                47.9800 AUD
Sale          75,855               48.1603 AUD
Sale          600                  47.5363 AUD
Sale          957                  47.9800 AUD
Sale          167                  47.5363 AUD
Sale          266                  47.9800 AUD
Sale          11,730               47.7803 AUD
Sale          2,198                47.9800 AUD
Sale          1,378                47.5363 AUD
Sale          948                  47.5363 AUD
Sale          1,511                47.9800 AUD
Sale          6,614                48.5600 AUD
Sale          5,009                47.9800 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          5064          48.0323
CFD            Short         6300          46.5756
CFD            Short         2000          46.964
CFD            Short         5984          47.7758

(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)                 NO


Date of disclosure                         15 May 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