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               15 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     146,345,018      4.36%    1,146,657       0.03%
securities
(2) Derivatives        2,000      0.00%       35,458       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,347,018      4.36%    1,182,115       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      34,805               41.8646 AUD
Purchase      70,441               41.7477 AUD
Purchase      7,900                41.9213 AUD
Purchase      60                   41.5900 AUD
Purchase      4,248                41.8165 AUD
Purchase      30,000               42.0025 AUD
Purchase      75,726               41.9044 AUD
Purchase      10,770               41.7999 AUD
Purchase      425                  41.5900 AUD
Purchase      1,450                42.0000 AUD
Purchase      146,788              42.0000 AUD
Purchase      6,770                42.0000 AUD
Purchase      12,472               42.0000 AUD
Purchase      5,162                41.8646 AUD
Purchase      3,658                41.5900 AUD
Purchase      3,401                41.8808 AUD
Purchase      10,188               41.8808 AUD
Purchase      775                  41.8646 AUD
Purchase      505                  42.0600 AUD
Sale          400                  41.5800 AUD
Sale          75,726               41.9044 AUD
Sale          100,441              41.8238 AUD
Sale          480                  35.7500 AUD
Sale          60                   41.5900 AUD
Sale          30,000               42.0025 AUD
Sale          70,441               41.7477 AUD
Sale          8,248                41.9207 AUD
Sale          87,947               42.0938 AUD
Sale          2,148                42.0000 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          400           41.58
CFD            Long          8248          41.9206
CFD            Short         4248          41.8164
CFD            Short         7900          41.9212

(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                         16 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