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               23 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     146,757,208        4.37%       941,759      0.03%
securities
(2) Derivatives       74,041        0.00%         1,018      0.00%
(other than
options)
(3) Options and            0        0.00%             0      0.00%
agreements to
purchase/sell
Total            146,831,249        4.38%       942,777      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      24,065               43.9882 AUD
Purchase      8,700                44.6500 AUD
Purchase      128,288              44.4248 AUD
Purchase      234                  44.6000 AUD
Purchase      123                  44.6000 AUD
Purchase      24,065               43.9882 AUD
Purchase      79,660               44.6000 AUD
Purchase      58,155               44.9900 AUD
Purchase      7,487                44.3983 AUD
Purchase      68,411               43.9288 AUD
Purchase      32,765               44.4064 AUD
Sale          21,056               44.6000 AUD
Sale          24,065               43.9882 AUD
Sale          32,600               44.4779 AUD
Sale          3,694                44.2236 AUD
Sale          68,411               43.9288 AUD
Sale          123                  44.6000 AUD
Sale          72,654               44.6000 AUD
Sale          234                  44.6000 AUD
Sale          39,933               44.6000 AUD
Sale          128,288              44.4248 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          3694          44.2236
CFD            Long          32600         44.4778
CFD            Short         7487          44.3983
CFD            Short         32765         44.4063

(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                         24 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