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               10 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     149,522,190        4.46%     1,145,562     0.03%
securities
(2) Derivatives       75,001        0.00%       294,525     0.01%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            149,623,391        4.46%     1,466,287     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      389                  34.0000 AUD
Purchase      2,207                Transfer
Purchase      2,716                Transfer
Purchase      167                  34.1368 AUD
Purchase      477,196              34.8000 AUD
Purchase      1,400                Transfer
Purchase      83,003               34.8035 AUD
Purchase      3,020                34.8000 AUD
Purchase      1,726                34.0068 AUD
Purchase      401,700              34.1851 AUD
Purchase      83,003               34.8035 AUD
Sale          23,222               34.8554 AUD
Sale          4,380                34.8554 AUD
Sale          2,320                34.8555 AUD
Sale          1,014                Transfer
Sale          12,192               34.8554 AUD
Sale          523                  Transfer
Sale          109,267              34.7420 AUD
Sale          13,135               34.8554 AUD
Sale          2,766                34.8555 AUD
Sale          20,723               34.8554 AUD
Sale          3,248                34.8717 AUD
Sale          83,003               34.8035 AUD
Sale          1,748                34.8554 AUD
Sale          477,196              34.8000 AUD
Sale          21,323               34.8000 AUD
Sale          9,527                34.1173 AUD
Sale          10,312               34.8554 AUD
Sale          4,106                34.8554 AUD
Sale          1,016                Transfer
Sale          1,552                34.8554 AUD
Sale          108                  Transfer
Sale          1,657                34.8555 AUD
Sale          91                   Transfer
Sale          3,708                34.8554 AUD
Sale          362                  Transfer
Sale          600                  Transfer
Sale          14,051               34.8554 AUD
Sale          4,392                34.8555 AUD
Sale          1,693                34.8554 AUD
Sale          18,675               34.8554 AUD
Sale          722                  34.8555 AUD
Sale          2,603                34.8555 AUD
Sale          2,206                Transfer
Sale          16,682               34.8554 AUD
Sale          4,381                34.8555 AUD
Sale          9,687                34.8554 AUD
Sale          403                  Transfer
Sale          9,648                34.8554 AUD
Sale          5,047                34.8554 AUD
Sale          74,447               34.8554 AUD
Sale          5,489                34.8554 AUD
Sale          10,662               34.8554 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          9527          34.1173
CFD            Long          109267        34.742
CFD            Long          3248          34.8717
CFD            Short         1726          34.0068
CFD            Short         167           34.1368
CFD            Short         401700        34.185

(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                         11 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