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 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     154,063,836      4.59%    8,841,992       0.26%
securities
(2) Derivatives       65,907      0.00%       27,362       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            154,129,743      4.59%    8,869,354       0.26%


(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      1,351                36.7416 AUD
Purchase      11,106               36.7415 AUD
Purchase      24,724               36.9500 AUD
Purchase      176,952              36.9309 AUD
Purchase      383,347              35.7000 AUD
Purchase      10,075               36.9500 AUD
Purchase      22,400               36.9674 AUD
Purchase      266,952              36.9386 AUD
Purchase      76,283               36.9500 AUD
Purchase      123,452              36.7885 AUD
Purchase      227,685              36.9091 AUD
Purchase      336,635              35.7000 AUD
Purchase      3,116                36.9500 AUD
Purchase      2,431                36.9500 AUD
Purchase      90,000               36.9537 AUD
Sale          2,100                36.5905 AUD
Sale          383,347              35.7000 AUD
Sale          300                  36.6099 AUD
Sale          6,236                36.9500 AUD
Sale          65,524               36.7395 AUD
Sale          52,160               36.9500 AUD
Sale          49,931               36.7395 AUD
Sale          176,952              36.9309 AUD
Sale          21,387               36.9500 AUD
Sale          227,685              36.9091 AUD
Sale          383,306              35.7000 AUD
Sale          39,745               36.9500 AUD
Sale          227,685              36.9091 AUD
Sale          11,316               36.9500 AUD
Sale          20,034               36.9500 AUD
Sale          90,000               36.9537 AUD
Sale          464                  36.9228 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         22400         36.9674
CFD            Long          2100          36.5904
CFD            Long          464           36.9228

(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                         20 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