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 March 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     153,442,484      4.57%    9,814,168       0.29%
securities
(2) Derivatives            0      0.00%       62,419       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            153,442,484      4.57%     9,876,587      0.29%


(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      13,578               37.4626 AUD
Purchase      8,848                37.5000 AUD
Purchase      59,300               37.9332 AUD
Purchase      2,100                37.5562 AUD
Purchase      226,970              37.4140 AUD
Purchase      90,000               37.5038 AUD
Purchase      145,148              37.4978 AUD
Purchase      52,520               37.7344 AUD
Purchase      42,843               37.5038 AUD
Purchase      1,023                37.1517 AUD
Purchase      5,400                37.7526 AUD
Purchase      12,305               37.4337 AUD
Purchase      2,635                37.1517 AUD
Purchase      2,530                37.5000 AUD
Purchase      2,272                37.0000 AUD
Purchase      316                  37.6000 AUD
Sale          90,000               37.5038 AUD
Sale          15,029               37.1320 AUD
Sale          41,616               37.5000 AUD
Sale          52,520               37.7344 AUD
Sale          8,848                37.5000 AUD
Sale          480                  35.7500 AUD
Sale          13,578               37.4626 AUD
Sale          36,063               37.5434 AUD
Sale          226,970              37.4140 AUD
Sale          28,300               37.2444 AUD
Sale          4,000                37.7332 AUD
Sale          47,352               37.5434 AUD
Sale          54,620               37.7275 AUD
Sale          42,843               37.5038 AUD
Sale          12,305               37.4337 AUD
Sale          2,149                37.1320 AUD
Sale          8,848                37.5000 AUD
Sale          1,511                37.9200 AUD
Sale          2,100                37.5562 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         5400          37.7526
CFD            Short         59300         37.9331
CFD            Long          28300         37.2443
CFD            Long          4000          37.7332

(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
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.


None

Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         18 March 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