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               12 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     156,634,241       4.67%      972,731      0.03%
securities
(2) Derivatives      135,013       0.00%          574      0.00%
(other than
options)
(3) Options and            0       0.00%            0      0.00%
agreements to
purchase/sell
Total            156,769,254       4.67%      973,305      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      2,585                41.9000 AUD
Purchase      13,438               41.9143 AUD
Purchase      30,882               41.9008 AUD
Purchase      189,279              41.8042 AUD
Purchase      50,764               41.9079 AUD
Purchase      189,279              41.8042 AUD
Purchase      4,786                41.8676 AUD
Purchase      65,200               41.9853 AUD
Purchase      7,464                42.3196 AUD
Purchase      983                  42.3196 AUD
Purchase      393                  41.9298 AUD
Purchase      1,316                41.9298 AUD
Purchase      1,486                41.9298 AUD
Purchase      771                  41.9000 AUD
Purchase      2,919                41.9000 AUD
Purchase      753                  41.9000 AUD
Purchase      844                  41.9000 AUD
Purchase      384                  41.9299 AUD
Purchase      17,041               41.9298 AUD
Purchase      430                  41.9298 AUD
Purchase      33,484               41.9000 AUD
Sale          65,200               41.9853 AUD
Sale          189,279              41.8042 AUD
Sale          706                  41.9000 AUD
Sale          30,882               41.9008 AUD
Sale          4,561                42.1429 AUD
Sale          32,000               41.8000 AUD
Sale          4,190                41.8000 AUD
Sale          4,072                41.9217 AUD
Sale          50,764               41.9079 AUD
Sale          50,764               41.9079 AUD
Sale          2,899                41.9000 AUD
Sale          109,052              41.8819 AUD
Sale          4,037                41.9000 AUD
Sale          28,614               41.9000 AUD
Sale          2,413                41.9000 AUD
Sale          841                  41.9000 AUD
Sale          531                  41.9000 AUD
Sale          200                  41.9000 AUD
Sale          1,115                41.9000 AUD
Sale          13,438               41.9143 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          109052        41.8818
CFD            Long          4072          41.9217
CFD            Long          4561          42.1429
CFD            Short         4786          41.8675

(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                         13 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