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               10 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     146,624,622      4.37%    1,421,990       0.04%
securities
(2) Derivatives       18,006      0.00%       29,942       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,642,628      4.37%     1,451,932      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      15,451               41.9405 AUD
Purchase      2,841                41.9035 AUD
Purchase      84,409               41.8709 AUD
Purchase      359,000              41.9750 AUD
Purchase      30,000               41.9182 AUD
Purchase      8,469                42.0293 AUD
Purchase      839                  41.8700 AUD
Purchase      4,611                42.1094 AUD
Purchase      30,000               41.9182 AUD
Purchase      89,224               41.8212 AUD
Purchase      8,540                41.8700 AUD
Purchase      1,228                41.9000 AUD
Purchase      1,466                41.6700 AUD
Purchase      74                   41.9000 AUD
Purchase      7,704                41.9405 AUD
Purchase      73                   41.9000 AUD
Purchase      928                  41.9405 AUD
Purchase      5,774                42.0000 AUD
Purchase      138                  41.9000 AUD
Purchase      242                  41.9000 AUD
Purchase      1,746                41.9405 AUD
Purchase      610                  41.9000 AUD
Purchase      946                  41.9405 AUD
Purchase      3,059                41.9405 AUD
Purchase      10,062               41.8700 AUD
Sale          3,236                42.0000 AUD
Sale          3,570                41.9996 AUD
Sale          30,000               41.9182 AUD
Sale          2,333                41.9000 AUD
Sale          480                  35.7500 AUD
Sale          173,633              41.8454 AUD
Sale          839                  41.8700 AUD
Sale          32                   41.9000 AUD
Sale          27,234               41.9153 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          3570          41.9995
CFD            Short         2841          41.9035
CFD            Short         359000        41.9749
CFD            Short         4611          42.1093

(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                         11 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