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               14 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     146,295,365      4.36%    1,159,170       0.03%
securities
(2) Derivatives            0      0.00%       29,958       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,295,365      4.36%     1,189,128      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      3,977                41.2600 AUD
Purchase      1,346                41.5400 AUD
Purchase      256                  41.2600 AUD
Purchase      14,970               41.6500 AUD
Purchase      39,300               41.2613 AUD
Purchase      2,084                41.6500 AUD
Purchase      48,132               41.8346 AUD
Purchase      62,326               41.6500 AUD
Purchase      195,522              41.6289 AUD
Purchase      27,822               41.3337 AUD
Purchase      495                  41.2600 AUD
Purchase      380                  41.2600 AUD
Purchase      1,144                41.6600 AUD
Purchase      3,323                41.2600 AUD
Purchase      1,578                41.2600 AUD
Purchase      54,674               41.5024 AUD
Purchase      97,013               41.3469 AUD
Sale          292,535              41.5354 AUD
Sale          54,674               41.5024 AUD
Sale          39,300               41.2612 AUD
Sale          195,522              41.6289 AUD
Sale          194                  41.5700 AUD
Sale          480                  35.7500 AUD
Sale          97,013               41.3469 AUD
Sale          400                  41.1350 AUD
Sale          48,132               41.8346 AUD
Sale          1,196                41.5700 AUD
Sale          9                    41.5400 AUD
Sale          58                   41.5400 AUD
Sale          1,249                41.5700 AUD
Sale          541                  41.5400 AUD
Sale          11,562               41.5700 AUD
Sale          620                  41.5700 AUD
Sale          28                   41.5400 AUD
Sale          714                  41.2600 AUD
Sale          13,917               41.5700 AUD
Sale          655                  41.5400 AUD
Sale          55                   41.5400 AUD

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Short         27822         41.3336

(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                         15 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