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               24 April 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     147,071,383      4.38%       981,262      0.03%
securities
(2) Derivatives           52      0.00%       204,534      0.01%
(other than
options)
(3) Options and            0      0.00%            0       0.00%
agreements to
purchase/sell
Total            147,071,435      4.38%     1,185,796      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      50,000               39.9960 AUD
Purchase      30,000               44.9045 AUD
Purchase      116,000              43.0043 AUD
Purchase      30,000               44.9045 AUD
Purchase      5,184                44.6253 AUD
Purchase      440,585              44.3175 AUD
Purchase      34,014               44.4140 AUD
Purchase      240                  44.6100 AUD
Purchase      95,870               44.7689 AUD
Purchase      50,000               38.9961 AUD
Purchase      1,272                44.6100 AUD
Purchase      50,000               40.9959 AUD
Purchase      66,000               44.0044 AUD
Purchase      21,622               44.9000 AUD
Purchase      33,630               44.6887 AUD
Sale          4,846                44.6188 AUD
Sale          95,870               44.7689 AUD
Sale          16,993               44.6100 AUD
Sale          240                  44.6100 AUD
Sale          480                  35.7500 AUD
Sale          450                  43.4692 AUD
Sale          34,014               44.4140 AUD
Sale          50,000               39.9960 AUD
Sale          116,000              43.0043 AUD
Sale          50,000               38.9961 AUD
Sale          50,000               40.9959 AUD
Sale          66,000               44.0044 AUD
Sale          1,898                44.9000 AUD
Sale          1,338                45.1000 AUD
Sale          30,000               44.9045 AUD
Sale          136,046              44.5675 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           136046        44.5674
CFD           Long           4846          44.6188
CFD           Short          5184          44.6252

(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
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.


None

Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         25 April 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