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               16 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     146,440,945      4.36%    1,273,564       0.04%
securities
(2) Derivatives            0      0.00%       41,840       0.00%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            146,440,945      4.36%    1,315,404       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      11,004               42.9663 AUD
Purchase      4,384                43.0655 AUD
Purchase      2,000                43.2086 AUD
Purchase      171,930              43.0437 AUD
Purchase      38,270               42.9243 AUD
Purchase      43,023               43.1171 AUD
Purchase      15,937               43.1357 AUD
Purchase      38,270               42.9243 AUD
Purchase      1,998                42.8086 AUD
Purchase      6,149                42.9663 AUD
Purchase      1,510                43.1734 AUD
Purchase      15,701               43.3200 AUD
Purchase      114,275              43.1560 AUD
Purchase      54,459               42.0000 AUD
Sale          38,270               42.9243 AUD
Sale          8,619                42.8000 AUD
Sale          15,937               43.1357 AUD
Sale          67,478               42.0000 AUD
Sale          171,930              43.0437 AUD
Sale          1,102                43.3200 AUD
Sale          45,608               42.8000 AUD
Sale          1,737                43.3200 AUD
Sale          2,153                43.3200 AUD
Sale          501                  43.3200 AUD
Sale          15,937               43.1357 AUD
Sale          43,023               43.1171 AUD
Sale          190                  43.3200 AUD
Sale          1,284                43.3200 AUD
Sale          8,734                43.3200 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         1998          42.8085
CFD            Short         4384          43.0654
CFD            Short         2000          43.2086

(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                         17 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