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               04 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     146,134,159      4.35%    1,885,676       0.06%
securities
(2) Derivatives      105,207      0.00%       18,954       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,239,366      4.36%     1,904,630      0.06%

(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      1,000                38.5900 AUD
Purchase      1,510                38.5867 AUD
Purchase      20,000               38.6039 AUD
Purchase      14,970               38.6000 AUD
Purchase      18,318               38.5512 AUD
Purchase      2,902                38.6000 AUD
Purchase      26,557               38.5650 AUD
Purchase      2,400                38.6048 AUD
Purchase      15,000               Transfer
Purchase      575                  38.5900 AUD
Purchase      24,135               38.5888 AUD
Purchase      2,000                38.6577 AUD
Purchase      339,43               38.5815 AUD
Purchase      20,000               38.6039 AUD
Sale          4,000                38.6175 AUD
Sale          339,432              38.5815 AUD
Sale          104,300              38.5325 AUD
Sale          480                  35.7500 AUD
Sale          20,000               38.6039 AUD
Sale          1,000                38.5900 AUD
Sale          26,557               38.5650 AUD
Sale          500                  38.2000 AUD
Sale          101                  38.0950 AUD
Sale          5,550                38.0900 AUD
Sale          575                  38.5900 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          104300        38.5325
CFD            Long          4000          38.6175
CFD            Short         2400          38.6047
CFD            Short         2000          38.6577

(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                         07 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