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               20 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     146,162,131      4.36%     1,379,512      0.04%
securities
(2) Derivatives      116,507      0.00%        21,097      0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,278,638      4.36%     1,400,609      0.04%


(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      1,590                34.8796 AUD
Purchase      123,452              33.8700 AUD
Purchase      2,703                33.8666 AUD
Purchase      5,900                35.7000 AUD
Purchase      1,242,037            34.8197 AUD
Purchase      6,812,356            34.8535 AUD
Purchase      1,242,03             34.8197 AUD
Purchase      139,861              34.1877 AUD
Purchase      14,657               34.8795 AUD
Purchase      78,223               36.7200 AUD
Purchase      8,812                34.9319 AUD
Purchase      4,165                33.8666 AUD
Purchase      4,165                33.8666 AUD
Purchase      6,547                34.9615 AUD
Sale          2,703                33.8666 AUD
Sale          12,472               33.8700 AUD
Sale          6,547                34.9615 AUD
Sale          6,265                34.8911 AUD
Sale          480                  35.7500 AUD
Sale          6,236                33.8700 AUD
Sale          50,600               34.4424 AUD
Sale          4,165                33.8666 AUD
Sale          480                  35.7500 AUD
Sale          6,868                33.8666 AUD
Sale          21,420               33.8700 AUD
Sale          139,861              34.1877 AUD
Sale          7,694                34.8500 AUD
Sale          123,452              33.8700 AUD
Sale          4,165                33.8666 AUD
Sale          480                  35.7500 AUD
Sale          1,242,037            34.8197 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          50600         34.4424
CFD            Long          6265          34.8911

(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                         25 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