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               05 February 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     153,820,263      4.58%     11,080,046     0.33%
securities
(2) Derivatives     203,623       0.01%          1,826     0.00%
(other than
options)
(3) Options and            0      0.00%              0     0.00%
agreements to
purchase/sell
Total            154,023,886      4.59%      11,081,872    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      153,381              40.0078 AUD
Purchase      1,768                39.6400 AUD
Purchase      3,704                39.7100 AUD
Purchase      7,983                39.6500 AUD
Purchase      42,748               39.6540 AUD
Purchase      1,430                39.8140 AUD
Purchase      400                  39.8621 AUD
Purchase      1,513                39.6500 AUD
Purchase      400                  39.8860 AUD
Purchase      100,000              39.8383 AUD
Purchase      2,832                39.7100 AUD
Purchase      24,125               39.8010 AUD
Purchase      22,798               39.8425 AUD
Purchase      146,230              39.9282 AUD
Purchase      263                  39.6500 AUD
Purchase      283                  39.9500 AUD
Purchase      42,748               39.6540 AUD
Sale          772                  39.7523 AUD
Sale          400                  39.8860 AUD
Sale          948                  39.7651 AUD
Sale          108,235              39.6500 AUD
Sale          872                  39.7100 AUD
Sale          40,537               39.8418 AUD
Sale          1,144                39.6400 AUD
Sale          400                  39.8860 AUD
Sale          18,972               39.7933 AUD
Sale          1,430                39.8140 AUD
Sale          105,693              39.9613 AUD
Sale          518                  39.7652 AUD
Sale          42,748               39.6540 AUD
Sale          7,430                39.8010 AUD
Sale          624                  39.6400 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         22798         39.8425
CFD            Short         153381        40.0078
CFD            Long          355           39.2173
CFD            Long          18972         39.7932

(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                         06 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