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               04 September 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     148,419,805        4.42%     1,480,222     0.04%
securities
(2) Derivatives       64,189        0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            148,510,194        4.43%     1,506,422     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      189                  38.4700 AUD
Purchase      1,480                38.3627 AUD
Purchase      6,528                38.3626 AUD
Purchase      585                  38.4700 AUD
Purchase      1,114                37.4200 AUD
Purchase      279                  38.4700 AUD
Purchase      3,121                38.3626 AUD
Purchase      641                  38.4700 AUD
Purchase      7,157                38.3626 AUD
Purchase      796                  38.4700 AUD
Purchase      1,389                37.4200 AUD
Purchase      8,888                38.3627 AUD
Purchase      132                  38.4700 AUD
Purchase      581                  38.4700 AUD
Purchase      2,166                37.4200 AUD
Purchase      2,117                38.3626 AUD
Purchase      634                  37.5000 AUD
Purchase      3,419                37.5000 AUD
Purchase      10,771               37.5000 AUD
Purchase      2,513                37.5000 AUD
Purchase      338,711              37.3442 AUD
Purchase      338,711              37.3442 AUD
Purchase      20,000               37.3763 AUD
Purchase      2,570                37.2863 AUD
Purchase      2,042                37.5161 AUD
Purchase      2,570                37.2751 AUD
Purchase      6,489                38.3626 AUD
Purchase      26,326               38.3626 AUD
Purchase      2,307                38.3626 AUD
Purchase      296                  38.4700 AUD
Purchase      3,306                38.3626 AUD
Purchase      371                  38.4700 AUD
Purchase      1,215                38.3627 AUD
Purchase      118,557              37.9500 AUD
Purchase      206                  38.4700 AUD
Purchase      6,973                38.3627 AUD
Purchase      11,475               37.1100 AUD
Purchase      624                  38.4700 AUD
Purchase      2,369                38.4700 AUD
Purchase      12,875               38.3626 AUD
Purchase      1,153                38.4700 AUD
Purchase      2,476                38.3627 AUD
Purchase      221                  38.4700 AUD
Purchase      4,142                38.3626 AUD
Purchase      108                  38.4700 AUD
Sale          44                   37.4200 AUD
Sale          1,200                37.4438 AUD
Sale          519                  37.3844 AUD
Sale          3,597                37.9500 AUD
Sale          3,262                37.5108 AUD
Sale          338,711              37.3442 AUD
Sale          2,570                37.2863 AUD
Sale          4,484                37.6107 AUD
Sale          2,570                37.2863 AUD
Sale          20,000               37.3763 AUD
Sale          9,955                37.4395 AUD
Sale          2,221                38.4700 AUD
Sale          3,825                37.4396 AUD
Sale          860                  37.4200 AUD
Sale          132                  37.4200 AUD
Sale          2,246                37.4200 AUD
Sale          20,000               37.3763 AUD
Sale          6,330                38.4700 AUD
Sale          638                  37.4200 AUD
Sale          156                  37.4395 AUD
Sale          196                  37.4395 AUD
Sale          666                  37.4200 AUD
Sale          2,963                37.4396 AUD
Sale          2,835                37.4395 AUD
Sale          589                  37.4396 AUD
Sale          221                  37.4396 AUD
Sale          49                   37.4200 AUD
Sale          980                  37.1100 AUD
Sale          34                   37.4200 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          3262          37.5108
CFD            Long          4484          37.6106
CFD            Short         2042          37.516

(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)                 YES


Date of disclosure                         05 September 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)


SUPPLEMENTAL FORM 8

DETAILS OF OPEN POSITIONS
(This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)


OPEN POSITIONS (Note 1)
Product name,     Written or  Number of securities   Exercise price   Type, e.g.     Expiry date
e.g. call option  purchased   to which the option    (Note 2)         American,
                              or derivative relates                   European etc.
Option            Purchased   26,200                 34.2000          EURO           27/10/2008
Option            Purchased   -26,200                39.4820          EURO           27/10/2008

Notes

1. Where there are open option positions or open derivative positions (except for CFD's), full details should be given.
Full details of any existing agreements to purchase or to sell should also be given on this form.

2. For all prices and other monetary amounts, the currency must be stated.

For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover
Panel's website at www.thetakeoverpanel.org.uk