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               27 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     146,640,321        4.37%     1,453,765     0.04%
securities
(2) Derivatives      372,495        0.01%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            147,039,016        4.38%     1,479,965     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      8,949                40.7403 AUD
Purchase      678                  40.7403 AUD
Purchase      6,766                40.7403 AUD
Purchase      592                  40.7403 AUD
Purchase      160,531              40.9397 AUD
Purchase      51                   40.6500 AUD
Purchase      262                  40.6500 AUD
Purchase      3,027                40.7403 AUD
Purchase      318                  40.6500 AUD
Purchase      3,674                40.7403 AUD
Purchase      7,077                40.7403 AUD
Purchase      18                   40.6500 AUD
Purchase      774                  40.6500 AUD
Purchase      58                   40.6500 AUD
Purchase      7,317                40.7403 AUD
Purchase      633                  40.6500 AUD
Purchase      3,651                40.7403 AUD
Purchase      316                  40.6500 AUD
Purchase      1,900                40.7403 AUD
Purchase      164                  40.6500 AUD
Purchase      1,960                40.8900 AUD
Purchase      28,050               40.7883 AUD
Purchase      160,531              40.9397 AUD
Purchase      6,305                40.6726 AUD
Purchase      612                  40.6500 AUD
Purchase      7,656                40.7403 AUD
Purchase      585                  40.6500 AUD
Purchase      1,510                40.8900 AUD
Purchase      254                  40.6500 AUD
Purchase      2,945                40.7403 AUD
Purchase      338                  40.6500 AUD
Purchase      3,908                40.7403 AUD
Purchase      3,516                40.7403 AUD
Purchase      213                  40.7403 AUD
Purchase      663                  40.6500 AUD
Purchase      12,808               40.7403 AUD
Purchase      1,120                40.6500 AUD
Purchase      1,358                40.7403 AUD
Purchase      2,761                40.7403 AUD
Purchase      239                  40.6500 AUD
Purchase      2,888                40.7403 AUD
Purchase      250                  40.6500 AUD
Purchase      575                  40.6500 AUD
Purchase      228                  40.6500 AUD
Purchase      2,645                40.7403 AUD
Purchase      117                  40.6500 AUD
Purchase      6,652                40.7403 AUD
Purchase      304                  40.6500 AUD
Sale          160,531              40.9397 AUD
Sale          2,000                40.8317 AUD
Sale          6,857                40.7178 AUD
Sale          267,200              40.7005 AUD
Sale          527                  40.6695 AUD
Sale          12,224               40.8900 AUD
Sale          182                  40.6500 AUD
Sale          7,329                40.6500 AUD
Sale          368                  40.6500 AUD
Sale          108,879              40.8900 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          267200         40.7004
CFD            Long          6857           40.7178
CFD            Long          2000           40.8316
CFD            Short         6305           40.6725
CFD            Short         28050          40.7882

(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                         28 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