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               19 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     146,928,373        4.38%     1,014,359      0.03%
securities
(2) Derivatives      126,641        0.00%
(other than
options)
(3) Options and            0        0.00%             0      0.00%
agreements to
purchase/sell
Total            147,055,014        4.38%     1,014,359      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      30,000               44.9855 AUD
Purchase      14,700               45.3059 AUD
Purchase      314                  45.0590 AUD
Purchase      39,655               44.9900 AUD
Purchase      3,885                44.9900 AUD
Purchase      5,271                45.0550 AUD
Purchase      355,387              45.3455 AUD
Purchase      252,073              45.2165 AUD
Purchase      252,073              45.2165 AUD
Purchase      1,509                45.0084 AUD
Purchase      306,147              45.3200 AUD
Purchase      20,163               44.9900 AUD
Purchase      290                  45.3500 AUD
Sale          22,760               44.9900 AUD
Sale          30,000               44.9855 AUD
Sale          355,387              45.3455 AUD
Sale          252,073              45.2165 AUD
Sale          2,650                44.9427 AUD
Sale          385,387              45.3174 AUD
Sale          21,309               44.9900 AUD
Sale          20,163               44.9900 AUD
Sale          1,584                45.1408 AUD
Sale          14,089               45.1408 AUD
Sale          2,434                44.9900 AUD
Sale          44,000               45.2481 AUD
Sale          3,793                45.1173 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          2650          44.9426
CFD            Long          3793          45.1172
CFD            Short         314           45.059
CFD            Short         14700         45.3059

(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                         20 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