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 June 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     156,685,223       4.67%      847,620      0.03%
securities
(2) Derivatives       39,902       0.00%       10,249      0.00%
(other than
options)
(3) Options and            0       0.00%            0      0.00%
agreements to
purchase/sell
Total            156,725,125       4.67%      857,869      0.03%


(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      55,027               43.9983 AUD
Purchase      14,058               43.7418 AUD
Purchase      2,657                43.5300 AUD
Purchase      6,841                43.9941 AUD
Purchase      2,214                43.6606 AUD
Purchase      168,248              43.2643 AUD
Purchase      98,823               43.6120 AUD
Purchase      6,681                43.5300 AUD
Purchase      168,248              43.2643 AUD
Purchase      27,490               43.8225 AUD
Purchase      134,116              43.5597 AUD
Purchase      514                  43.2600 AUD
Purchase      2,566                43.5300 AUD
Sale          98,823               43.6120 AUD
Sale          1,871                43.7560 AUD
Sale          27,490               43.8225 AUD
Sale          168,248              43.2643 AUD
Sale          98,823               43.6120 AUD
Sale          2,307                43.5484 AUD
Sale          400                  43.6487 AUD
Sale          12,127               43.5824 AUD
Sale          21,309               43.2600 AUD
Sale          134,116              43.5597 AUD
Sale          115                  43.7560 AUD
Sale          9,889                43.7560 AUD
Sale          8,111                43.2600 AUD
Sale          129,292              44.0000 AUD
Sale          11,590               43.2600 AUD
Sale          2,963                43.5748 AUD
Sale          344                  43.7560 AUD
Sale          253                  43.5300 AUD
Sale          968                  43.5300 AUD
Sale          727                  43.7560 AUD
Sale          1,312                43.7560 AUD
Sale          84                   43.5300 AUD
Sale          236                  43.7560 AUD
Sale          174                  43.5300 AUD
Sale          1,618                43.7560 AUD
Sale          1,194                43.5300 AUD
Sale          7,314                43.5300 AUD
Sale          1,381                43.5300 AUD
Sale          536                  43.5300 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          2307          43.5484
CFD            Long          12127         43.5823
CFD            Short         2214          43.6606
CFD            Short         6841          43.994
CFD            Short         55027         43.9983

(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)                 NO


Date of disclosure                         11 June 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