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               29 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     147,408,083        4.39%     1,756,482     0.05%
securities
(2) Derivatives      282,872        0.01%           361     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            147,717,155        4.40%     1,783,043     0.05%


(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      3,042                41.4000 AUD
Purchase      30,947               41.4000 AUD
Purchase      9,414                41.4000 AUD
Purchase      5,056                41.4000 AUD
Purchase      42,484               41.4000 AUD
Purchase      1,158                41.4000 AUD
Purchase      39,866               41.4000 AUD
Purchase      31,300               41.7836 AUD
Purchase      253,561              41.4000 AUD
Purchase      24,764               41.4000 AUD
Purchase      3,320                41.5958 AUD
Purchase      346,535              41.7291 AUD
Purchase      482                  41.4000 AUD
Purchase      140,223              41.7483 AUD
Purchase      713                  41.4000 AUD
Purchase      3,320                41.5834 AUD
Purchase      839                  41.4394 AUD
Purchase      3,663                41.4394 AUD
Purchase      2,850                41.4394 AUD
Purchase      469                  41.4083 AUD
Purchase      16,542               41.4000 AUD
Purchase      346,535              41.7291 AUD
Purchase      17,039               41.3959 AUD
Purchase      24,764               41.4000 AUD
Purchase      20,584               41.4000 AUD
Purchase      55,321               41.4000 AUD
Sale          346,535              41.7291 AUD
Sale          1,500                41.6273 AUD
Sale          17,039               41.3959 AUD
Sale          17,039               41.3959 AUD
Sale          24,764               41.4000 AUD
Sale          16,542               41.4000 AUD
Sale          7,119                41.7622 AUD
Sale          3,320                41.5958 AUD
Sale          9,414                41.4000 AUD
Sale          25,000               41.7500 AUD
Sale          25,010               41.6819 AUD
Sale          30,947               41.4000 AUD
Sale          25,491               41.7500 AUD
Sale          42,484               41.4000 AUD
Sale          3,042                41.4000 AUD
Sale          1,075                41.7500 AUD
Sale          39,866               41.4000 AUD
Sale          253,561              41.4000 AUD
Sale          55,321               41.4000 AUD
Sale          713                  41.4000 AUD
Sale          5,056                41.4000 AUD
Sale          287                  41.4364 AUD
Sale          3,400                41.4000 AUD
Sale          3,320                41.5958 AUD
Sale          482                  41.4000 AUD
Sale          20,584               41.4000 AUD
Sale          24,764               41.4000 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          1500          41.6273
CFD            Long          7119          41.7621
CFD            Short         469           41.4082
CFD            Short         31300         41.7836

(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                         01 September 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