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 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     146,341,274        4.36%     1,230,133     0.04%
securities
(2) Derivatives      169,572        0.01%         1,892     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            146,537,046        4.37%     1,258,225     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      1,722                38.2596 AUD
Purchase      1,115                38.2596 AUD
Purchase      3,729                38.2596 AUD
Purchase      950                  38.6600 AUD
Purchase      22,982               38.6586 AUD
Purchase      9,000                38.0737 AUD
Purchase      1,353                38.6359 AUD
Purchase      80                   38.6600 AUD
Purchase      1,868                38.6600 AUD
Purchase      439                  38.6600 AUD
Purchase      7,328                38.2596 AUD
Purchase      1,406                38.6600 AUD
Purchase      5,516                38.2596 AUD
Purchase      5,111                38.2597 AUD
Purchase      1,302                38.6600 AUD
Purchase      1,594                38.6600 AUD
Purchase      6,255                38.2596 AUD
Purchase      284                  38.6600 AUD
Purchase      2,073                38.2304 AUD
Purchase      570                  38.6600 AUD
Purchase      8,200                38.7300 AUD
Purchase      192                  38.6600 AUD
Purchase      757                  38.2597 AUD
Purchase      1,353                38.6475 AUD
Purchase      1,614                38.2596 AUD
Purchase      47,800               38.3754 AUD
Purchase      2,237                38.2597 AUD
Purchase      317                  38.2596 AUD
Purchase      362                  38.6600 AUD
Purchase      1,422                38.2596 AUD
Purchase      27,404               38.2596 AUD
Purchase      6,997                38.6600 AUD
Purchase      20,300               38.2596 AUD
Purchase      5,176                38.6600 AUD
Purchase      2,460                38.2597 AUD
Purchase      626                  38.6600 AUD
Purchase      411                  38.6600 AUD
Sale          200                  37.5500 AUD
Sale          1,353                38.6475 AUD
Sale          33                   38.0291 AUD
Sale          924                  37.9924 AUD
Sale          21,403               38.7300 AUD
Sale          61                   38.6600 AUD
Sale          4,902                38.6600 AUD
Sale          1,353                38.6475 AUD
Sale          318                  38.6600 AUD
Sale          988                  38.6600 AUD
Sale          1,923                38.6600 AUD
Sale          319                  38.6600 AUD
Sale          2,889                38.7300 AUD
Sale          12,738               38.6600 AUD
Sale          1,008                38.6600 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          924           37.9924
CFD            Long          33            38.029
CFD            Short         9000          38.0737
CFD            Short         2073          38.2303
CFD            Short         47800         38.3753

(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                         21 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