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               11 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     146,499,877      4.37%    1,193,518       0.04%
securities
(2) Derivatives       27,806      0.00%       29,942       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,527,683      4.37%     1,223,460      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      3,600                41.7100 AUD
Purchase      1,271                42.1600 AUD
Purchase      513                  41.7100 AUD
Purchase      49,241               42.1600 AUD
Purchase      37,600               41.9035 AUD
Purchase      4,598                41.7100 AUD
Purchase      13,073               41.5872 AUD
Purchase      170,088              42.1558 AUD
Purchase      238,272              41.5903 AUD
Sale          170,088              42.1558 AUD
Sale          238,272              41.5903 AUD
Sale          49,400               41.4869 AUD
Sale          480                  35.7500 AUD
Sale          9,073                41.5236 AUD
Sale          3,600                41.7100 AUD
Sale          2,000                41.6369 AUD
Sale          170,088              42.1558 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          49400         41.4868
CFD            Long          9073          41.5236
CFD            Long          2000          41.6368
CFD            Short         13073         41.5872
CFD            Short         37600         41.9034

(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                         14 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