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               03 June 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     156,835,273       4.67%      807,805      0.02%
securities
(2) Derivatives            0       0.00%      137,318      0.00%
(other than
options)
(3) Options and            0       0.00%            0      0.00%
agreements to
purchase/sell
Total            156,835,273       4.67%      945,123      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      231                  44.8000 AUD
Purchase      376                  45.1445 AUD
Purchase      201,481              44.5527 AUD
Purchase      669                  44.7527 AUD
Purchase      32,711               44.6913 AUD
Purchase      39,630               44.9346 AUD
Purchase      376                  45.1445 AUD
Purchase      168,394              44.5245 AUD
Purchase      1,727                44.8000 AUD
Purchase      26,582               44.5200 AUD
Purchase      12,472               44.5200 AUD
Purchase      59,911               45.1765 AUD
Purchase      581                  45.2710 AUD
Sale          32,711               44.6913 AUD
Sale          376                  45.1445 AUD
Sale          3,820                45.2581 AUD
Sale          376                  45.1445 AUD
Sale          6,028                44.7550 AUD
Sale          39,630               44.9346 AUD
Sale          1,591                44.8000 AUD
Sale          168,394              44.5245 AUD
Sale          21,309               44.5200 AUD
Sale          1,671                44.9926 AUD
Sale          4,966                44.5200 AUD
Sale          59,911               45.1765 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          6028          44.755
CFD            Long          820           45.258
CFD            Short         669           44.7527

(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                         04 June 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