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 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     146,162,855      4.36%    1,487,594       0.04%
securities
(2) Derivatives            0      0.00%       17,647       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,162,855      4.36%     1,505,241      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      1,100                37.5700 AUD
Purchase      20,482               37.5713 AUD
Purchase      915                  37.5713 AUD
Purchase      8,269                37.9400 AUD
Purchase      8,706                38.0900 AUD
Purchase      6,464                37.9995 AUD
Purchase      13,468               37.9946 AUD
Purchase      771                  37.1100 AUD
Purchase      5,222                37.5713 AUD
Purchase      18,902               38.0900 AUD
Purchase      208                  38.0900 AUD
Purchase      9,909                38.0900 AUD
Purchase      10,563               38.0900 AUD
Sale          2,438                38.0900 AUD
Sale          1,300                36.9887 AUD
Sale          10,770               37.6711 AUD
Sale          2,190                37.9400 AUD
Sale          7,446                37.9213 AUD
Sale          2,263                37.9400 AUD
Sale          771                  37.1100 AUD
Sale          480                  35.7500 AUD
Sale          13,468               37.9946 AUD
Sale          175                  37.9400 AUD
Sale          118                  37.8523 AUD
Sale          351                  37.9400 AUD
Sale          1,208                37.9400 AUD
Sale          406                  37.8523 AUD
Sale          954                  37.9400 AUD
Sale          107                  37.9400 AUD
Sale          60                   37.8522 AUD
Sale          737                  37.8523 AUD
Sale          199                  37.8523 AUD
Sale          592                  37.9400 AUD
Sale          145                  37.8523 AUD
Sale          429                  37.9400 AUD
Sale          756                  37.8523 AUD
Sale          36                   37.8523 AUD
Sale          321                  37.8523 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          7446          37.9213
CFD            Short         1100          37.57
CFD            Short         6464          37.9994

(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                         04 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