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               17 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     156,644,836       4.67%       940,447      0.03%
securities
(2) Derivatives      102,729       0.00%
(other than
options)
(3) Options and            0       0.00%             0      0.00%
agreements to
purchase/sell
Total            156,747,565       4.67%       940,447      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      12,396               44.9300 AUD
Purchase      22,993               44.9255 AUD
Purchase      86,000               44.5441 AUD
Purchase      1,509                44.9300 AUD
Purchase      3,074                44.2500 AUD
Purchase      5,566                44.2021 AUD
Purchase      11,769               44.5452 AUD
Purchase      307                  44.5289 AUD
Purchase      174,011              44.4828 AUD
Purchase      361                  44.9300 AUD
Purchase      4,808                44.9300 AUD
Purchase      1,509                44.8330 AUD
Purchase      79,156               44.4452 AUD
Purchase      2,486                44.9300 AUD
Sale          31,312               44.4986 AUD
Sale          773                  44.0812 AUD
Sale          22,993               44.9255 AUD
Sale          47,844               44.4103 AUD
Sale          11,400               44.8089 AUD
Sale          22,993               44.9255 AUD
Sale          2,486                44.9300 AUD
Sale          4,392                44.9300 AUD
Sale          71,713               44.5683 AUD
Sale          4,621                44.5762 AUD
Sale          12,794               44.5762 AUD
Sale          12,072               44.2500 AUD
Sale          86,000               44.5441 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          773           44.0811
CFD            Long          11400         44.8088
CFD            Short         5566          44.202
CFD            Short         174011        44.4827
CFD            Short         307           44.5288


(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                         18 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