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               02 April 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     146,105,596      4.35%    1,466,764       0.04%
securities
(2) Derivatives            7      0.00%       17,536       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,105,603      4.35%    1,484,300       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      961                  36.7084 AUD
Purchase      2,982                36.6875 AUD
Purchase      1                    37.1000 AUD
Purchase      265,201              36.6953 AUD
Purchase      1                    36.9500 AUD
Purchase      21,470               36.7500 AUD
Purchase      13,233               36.9586 AUD
Purchase      11,689               36.9316 AUD
Purchase      906                  36.7084 AUD
Purchase      67                   36.7200 AUD
Purchase      3,880                36.7405 AUD
Purchase      1,343                36.7405 AUD
Purchase      3,260                36.7405 AUD
Purchase      54                   36.7200 AUD
Purchase      1,715                36.7406 AUD
Purchase      28                   36.7200 AUD
Purchase      216                  36.7500 AUD
Purchase      21,364               36.9316 AUD
Purchase      22                   36.7200 AUD
Sale          81,300               36.6902 AUD
Sale          1                    37.1000 AUD
Sale          265,201              36.6953 AUD
Sale          9,964                36.7500 AUD
Sale          480                  35.7500 AUD
Sale          171                  36.7200 AUD
Sale          8,628                36.7655 AUD
Sale          6,760                36.7214 AUD
Sale          1                    36.9500 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          81300         36.6901
CFD            Long          8628          36.7655
CFD            Short         2982          36.6874

(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                         03 April 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