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               15 August 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     146,252,588        4.36%     1,173,855     0.03%
securities
(2) Derivatives       52,064        0.00%           819     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            146,330,852        4.36%     1,200,874     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      60,564               37.9800 AUD
Purchase      11,210               38.2769 AUD
Purchase      700                  38.1100 AUD
Purchase      66,070               37.9993 AUD
Purchase      12                   37.9975 AUD
Purchase      11,210               38.2769 AUD
Purchase      338                  37.9800 AUD
Purchase      644                  37.9800 AUD
Purchase      11,254               37.9800 AUD
Purchase      15,927               37.9800 AUD
Purchase      5,952                38.1972 AUD
Purchase      50,761               37.9900 AUD
Sale          13,361               38.1028 AUD
Sale          9                    38.0867 AUD
Sale          600                  37.7100 AUD
Sale          11,210               38.2769 AUD
Sale          71,281               38.1155 AUD
Sale          50,761               37.9900 AUD
Sale          4,400                38.0654 AUD
Sale          4,057                38.1028 AUD
Sale          66,070               37.9993 AUD
Sale          42,806               37.9800 AUD
Sale          9,848                37.9800 AUD
Sale          57,159               37.9800 AUD
Sale          60,564               37.9800 AUD
Sale          627                  38.1028 AUD
Sale          31,755               37.9800 AUD
Sale          38,106               37.9800 AUD
Sale          66,070               37.9993 AUD
Sale          1,771                38.1028 AUD
Sale          713                  38.1028 AUD
Sale          2,980                38.1028 AUD
Sale          24,551               38.1028 AUD
Sale          13,597               38.1028 AUD
Sale          2,036                37.9800 AUD
Sale          453                  38.1028 AUD
Sale          13,951               38.1028 AUD
Sale          5,691                38.1028 AUD
Sale          12,886               38.1028 AUD
Sale          338                  37.9800 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          600           37.71
CFD            Long          4400          38.0653
CFD            Long          9             38.0866
CFD            Short         12            37.9975
CFD            Short         700           38.11

(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)                 YES


Date of disclosure                         18 August 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)


SUPPLEMENTAL FORM 8

DETAILS OF OPEN POSITIONS
(This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)


OPEN POSITIONS (Note 1)
Product name,     Written or  Number of securities   Exercise price   Type, e.g.     Expiry date
e.g. call option  purchased   to which the option    (Note 2)         American,
                              or derivative relates                   European etc.
Option            Purchased   26,200                 34.2000          EURO           27/10/2008
Option            Purchased  -26,200                 39.4820          EURO           27/10/2008

Notes

1. Where there are open option positions or open derivative positions (except for CFD's), full details should be given.
Full details of any existing agreements to purchase or to sell should also be given on this form.

2. For all prices and other monetary amounts, the currency must be stated.

For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover
Panel's website at www.thetakeoverpanel.org.uk