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               29 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     157,135,341       4.68%      826,221      0.02%
securities
(2) Derivatives          266       0.00%      141,246      0.00%
(other than
options)
(3) Options and            0       0.00%            0      0.00%
agreements to
purchase/sell
Total            157,135,607       4.68%      967,467      0.03%


(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      2,142                46.0600 AUD
Purchase      90,313               45.8256 AUD
Purchase      100,046              46.0142 AUD
Purchase      30,000               46.0154 AUD
Purchase      2,735                45.8768 AUD
Purchase      360,421              45.7144 AUD
Purchase      1,472                45.9868 AUD
Purchase      37,803               45.9036 AUD
Purchase      21,593               46.0200 AUD
Purchase      568                  46.0200 AUD
Purchase      189                  45.8561 AUD
Purchase      1,066                45.8561 AUD
Purchase      664                  45.8561 AUD
Purchase      4,570                46.7000 AUD
Purchase      190                  45.8562 AUD
Purchase      2,153                46.0600 AUD
Purchase      7,543                46.0600 AUD
Purchase      12,146               46.0600 AUD
Sale          360,421              45.7144 AUD
Sale          37,803               45.9036 AUD
Sale          30,000               46.0154 AUD
Sale          2,735                45.8768 AUD
Sale          1,854                46.0600 AUD
Sale          400                  45.6028 AUD
Sale          30,000               46.0154 AUD
Sale          3,482                46.0600 AUD
Sale          78,017               46.0200 AUD
Sale          100,046              46.0142 AUD
Sale          3,009                46.0600 AUD
Sale          4,898                46.0600 AUD
Sale          158                  46.0600 AUD
Sale          2,189                46.0600 AUD
Sale          8,394                46.0600 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         90313         45.8255
CFD            Short         1472          45.9868

(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                         30 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