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 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     146,679,857       4.37%    1,552,704      0.05%
securities
(2) Derivatives       60,156       0.00%        1,809      0.00%
(other than
options)
(3) Options and            0       0.00%            0      0.00%
agreements to
purchase/sell
Total            146,740,013       4.37%    1,554,513      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      65,376               49.4818 AUD
Purchase      3,600                49.3868 AUD
Purchase      85,275               49.5766 AUD
Purchase      35,778               49.5500 AUD
Purchase      3,200                49.3415 AUD
Purchase      60,000               49.5550 AUD
Purchase      4,136                49.4730 AUD
Purchase      46,556               49.4510 AUD
Purchase      25,275               49.6280 AUD
Purchase      552                  49.6153 AUD
Purchase      14,970               49.5500 AUD
Purchase      3,352                49.6500 AUD
Purchase      839                  49.6500 AUD
Purchase      3,670                49.4437 AUD
Sale          601                  49.4444 AUD
Sale          60,000               49.5550 AUD
Sale          4,327                49.3036 AUD
Sale          1,939                49.6500 AUD
Sale          35,778               49.5500 AUD
Sale          237                  49.4444 AUD
Sale          65,376               49.4818 AUD
Sale          46,556               49.4510 AUD
Sale          363                  49.4445 AUD
Sale          3,670                49.4437 AUD
Sale          81                   49.4445 AUD
Sale          260                  49.6500 AUD
Sale          25,275               49.6280 AUD
Sale          71                   49.6500 AUD
Sale          23                   49.4444 AUD
Sale          1,162                49.6500 AUD
Sale          759                  49.6500 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          4327          49.3035
CFD            Short         3200          49.3415
CFD            Short         3600          49.3868
CFD            Short         4136          49.4729

(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                         20 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