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               06 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     154,176,671      4.59%     10,800,744     0.32%
securities
(2) Derivatives       34,974      0.00%        134,631     0.00%
(other than
options)
(3) Options and            0      0.00%              0     0.00%
agreements to
purchase/sell
Total            154,211,645      4.59%     10,935,375     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      325                  37.4600 AUD
Purchase      1,759                37.3710 AUD
Purchase      73                   37.4600 AUD
Purchase      177                  37.4600 AUD
Purchase      18,058               37.3710 AUD
Purchase      244                  37.4600 AUD
Purchase      83,844               36.6637 AUD
Purchase      54,238               37.3010 AUD
Purchase      475                  37.4600 AUD
Purchase      83,844               36.6637 AUD
Purchase      2,902                37.4600 AUD
Purchase      1,106                37.3710 AUD
Purchase      430,454              37.6762 AUD
Purchase      1,524                37.3710 AUD
Purchase      357                  37.3710 AUD
Purchase      232                  37.4600 AUD
Purchase      1,448                37.3710 AUD
Purchase      20,345               37.3710 AUD
Purchase      64,324               37.4000 AUD
Purchase      455                  37.3710 AUD
Purchase      2,026                37.3710 AUD
Purchase      3,277                37.4600 AUD
Purchase      2,958                37.3710 AUD
Purchase      282                  37.4600 AUD
Purchase      57                   37.4600 AUD
Sale          42,391               37.3126 AUD
Sale          26,531               37.3126 AUD
Sale          18,609               36.6600 AUD
Sale          54,238               37.3010 AUD
Sale          83,844               36.6637 AUD
Sale          24,993               37.3126 AUD
Sale          129,000              36.7469 AUD
Sale          30,726               37.3126 AUD
Sale          8,044                37.4600 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         430454        37.6761
CFD            Long          129000        36.7468

(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                         07 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