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               09 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     149,455,550        4.45%     1,133,235     0.03%
securities
(2) Derivatives       62,674        0.00%         3,447     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            149,544,424        4.46%     1,162,882     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      184,834              36.0536 AUD
Purchase      326                  37.0000 AUD
Purchase      71                   37.0000 AUD
Purchase      6,723                37.8500 AUD
Purchase      16,216               36.0500 AUD
Purchase      13,143               37.6000 AUD
Purchase      184,834              36.0536 AUD
Purchase      742,322              36.6177 AUD
Purchase      20,759               36.6383 AUD
Purchase      13,932               36.0500 AUD
Purchase      5,744                37.6000 AUD
Purchase      296,271              36.6177 AUD
Purchase      446,051              36.6177 AUD
Purchase      472                  37.6000 AUD
Purchase      1,065                36.0500 AUD
Purchase      37,165               37.6000 AUD
Sale          40,684               37.6000 AUD
Sale          718                  37.8500 AUD
Sale          772                  37.8500 AUD
Sale          2,784                37.5505 AUD
Sale          13,143               37.6000 AUD
Sale          11,974               37.6000 AUD
Sale          170,584              36.0500 AUD
Sale          20,759               36.6383 AUD
Sale          78                   37.8500 AUD
Sale          20,759               36.6383 AUD
Sale          446,051              36.6177 AUD
Sale          2,800                36.6221 AUD
Sale          184,834              36.0536 AUD
Sale          296,271              36.6177 AUD
Sale          219                  37.8500 AUD
Sale          2,021                37.8500 AUD
Sale          49                   37.8500 AUD
Sale          190                  37.5506 AUD
Sale          14,397               36.3062 AUD
Sale          7,132                36.3062 AUD
Sale          2,021                37.5505 AUD
Sale          521                  37.8500 AUD
Sale          3,339                37.5505 AUD
Sale          3,832                37.5506 AUD
Sale          850                  37.5505 AUD
Sale          2,991                37.5506 AUD
Sale          279                  37.8500 AUD
Sale          1,081                37.5505 AUD
Sale          71                   37.8500 AUD
Sale          277                  37.5506 AUD
Sale          568                  37.5505 AUD
Sale          146                  37.8500 AUD
Sale          7,804                37.5505 AUD
Sale          306                  37.5505 AUD
Sale          988                  37.8500 AUD
Sale          861                  37.8500 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          2800          36.622

(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                         10 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                39.4820          EURO           27/10/2008
Option            Purchased   26,200                 34.2000          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