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               31 January 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     154,194,903      4.59%     11,015,208     0.33%
securities
(2) Derivatives      209,771      0.01%          1,221     0.00%
(other than
options)
(3) Options and            0      0.00%              0     0.00%
agreements to
purchase/sell
Total            154,404,674      4.60%      11,016,429    0.33%


(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      934                  36.3863 AUD
Purchase      533                  36.3863 AUD
Purchase      175                  37.0500 AUD
Purchase      390                  36.6900 AUD
Purchase      88,316               36.2467 AUD
Purchase      412                  37.0500 AUD
Purchase      26,390               36.2403 AUD
Purchase      88,728               37.0500 AUD
Purchase      23,587               36.3216 AUD
Purchase      26,390               37.0500 AUD
Purchase      931                  36.4773 AUD
Purchase      513                  37.0500 AUD
Purchase      13,677               37.0500 AUD
Purchase      425                  36.3864 AUD
Purchase      685                  36.6900 AUD
Purchase      85                   37.0500 AUD
Purchase      311                  36.6900 AUD
Purchase      82,312               37.0500 AUD
Purchase      28,135               37.0500 AUD
Purchase      7,833                36.2022 AUD
Purchase      339,317              37.0500 AUD
Purchase      8,133                36.5726 AUD
Purchase      124,987              36.5459 AUD
Purchase      52,588               35.9560 AUD
Sale          85                   37.0500 AUD
Sale          175                  37.0500 AUD
Sale          88,728               37.0500 AUD
Sale          2,028                37.0500 AUD
Sale          14,714               37.0500 AUD
Sale          52,588               35.9560 AUD
Sale          2,000                36.3500 AUD
Sale          26,390               37.0500 AUD
Sale          2,000                36.3500 AUD
Sale          1,386                36.6900 AUD
Sale          931                  36.3427 AUD
Sale          412                  37.0500 AUD
Sale          6,477                36.3435 AUD
Sale          513                  37.0500 AUD
Sale          8,133                36.5726 AUD
Sale          21,721               36.4085 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         7833          36.2022
CFD            Short         23587         36.3215
CFD            Short         931           36.4772
CFD            Short         124987        36.5459
CFD            Long          931           36.3427
CFD            Long          21721         36.4085

(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                         01 February 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