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               09 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     146,198,545      4.36%    1,886,413       0.06%
securities
(2) Derivatives      376,277      0.01%       25,331       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,574,822      4.37%     1,911,744      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      43,166               41.9100 AUD
Purchase      65,356               42.1265 AUD
Purchase      157,322              42.0365 AUD
Purchase      70,981               42.2227 AUD
Purchase      487,676              42.0478 AUD
Purchase      2,585                41.8469 AUD
Purchase      10,000               41.7640 AUD
Purchase      210                  42.3320 AUD
Purchase      5,670                42.3100 AUD
Purchase      33,452               42.3100 AUD
Purchase      60,631               42.3100 AUD
Purchase      494                  42.2000 AUD
Purchase      2,987                42.2000 AUD
Purchase      1,567                41.9100 AUD
Purchase      1,284                42.2000 AUD
Purchase      8,690                42.2000 AUD
Purchase      3,397                41.9655 AUD
Sale          480                  35.7500 AUD
Sale          7,739                42.2000 AUD
Sale          64,616               41.8128 AUD
Sale          157,322              42.0365 AUD
Sale          10,000               41.7640 AUD
Sale          2,668                42.1439 AUD
Sale          423                  42.1416 AUD
Sale          487,676              42.0478 AUD
Sale          157,322              42.0365 AUD
Sale          73,566               42.2095 AUD
Sale          101                  42.0417 AUD
Sale          137                  42.0417 AUD
Sale          2                    42.0400 AUD
Sale          56                   42.2000 AUD
Sale          5,660                42.2000 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          64616         41.8128
CFD            Long          423           42.1415
CFD            Long          2668          42.1439
CFD            Short         3397          41.9654
CFD            Short         65356         42.1264
CFD            Short         210           42.332

(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                         10 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