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               28 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     145,658,554      4.34%     1,435,818      0.04%
securities
(2) Derivatives       81,964      0.00%        24,703      0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            145,740,518      4.34%     1,460,521      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      3,851                35.0765 AUD
Purchase      3,839                36.0500 AUD
Purchase      99,000               35.9467 AUD
Purchase      85,044               36.0536 AUD
Purchase      2,017                35.2175 AUD
Purchase      85,044               36.0536 AUD
Purchase      360,899              35.3367 AUD
Purchase      3,096                36.0500 AUD
Purchase      1,825                35.1900 AUD
Purchase      568                  36.0500 AUD
Purchase      54,870               36.0500 AUD
Sale          68,412               35.7600 AUD
Sale          3,774                35.5278 AUD
Sale          8,078                36.0500 AUD
Sale          360,899              35.3367 AUD
Sale          124,800              35.1089 AUD
Sale          3,839                36.0500 AUD
Sale          480                  35.7500 AUD
Sale          3,851                35.0765 AUD
Sale          3,851                35.0765 AUD
Sale          85,044               36.0536 AUD

NB: The below transactions which were previously disclosed have been cancelled
Deal Date     Purchase/Sale     Number of Securities    Price per unit (GBP)
25/03/2008    Purchase          2,000                   34.4100 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          124800        35.1088
CFD            Long          3774          35.5278
CFD            Short         2017          35.2174
CFD            Short         99000         35.9467

(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                         31 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