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               11 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     149,745,679        4.46%     1,143,407     0.03%
securities
(2) Derivatives       72,846        0.00%         1,932     0.00%
(other than
options)
(3) Options and       26,200        0.00%        26,200     0.00%
agreements to
purchase/sell
Total            149,844,725        4.46%     1,171,539     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      1,616                34.4300 AUD
Purchase      69,232               35.4332 AUD
Purchase      11,300               36.0500 AUD
Purchase      1,470                34.4700 AUD
Purchase      490,208              34.4986 AUD
Purchase      2,220                34.4734 AUD
Purchase      2,600                35.3580 AUD
Purchase      130                  35.2571 AUD
Purchase      490,208              34.4986 AUD
Purchase      20,005               34.4700 AUD
Purchase      6,062                35.6000 AUD
Purchase      47,220               35.5870 AUD
Purchase      82,088               35.5870 AUD
Purchase      664                  34.5700 AUD
Purchase      498                  34.4700 AUD
Purchase      129,308              35.5870 AUD
Purchase      846                  34.5700 AUD
Sale          4,135                34.8311 AUD
Sale          204                  34.4300 AUD
Sale          490,208              34.4986 AUD
Sale          51                   34.4300 AUD
Sale          1,043                34.8312 AUD
Sale          12,702               34.4700 AUD
Sale          293,100              34.8342 AUD
Sale          2,220                34.4838 AUD
Sale          82,088               35.5870 AUD
Sale          187                  34.4300 AUD
Sale          137                  34.4300 AUD
Sale          69,232               35.4332 AUD
Sale          68                   34.8331 AUD
Sale          47,220               35.5870 AUD
Sale          69,232               35.4332 AUD
Sale          1,707                34.8312 AUD
Sale          31,780               34.4700 AUD
Sale          32                   34.4300 AUD
Sale          662                  34.8312 AUD
Sale          68                   34.4300 AUD
Sale          1,381                34.8312 AUD
Sale          2,706                34.8312 AUD
Sale          133                  34.4300 AUD
Sale          4,261                34.8312 AUD
Sale          210                  34.4300 AUD
Sale          14                   34.4300 AUD
Sale          6,049                34.8311 AUD
Sale          3,798                34.8312 AUD
Sale          84                   34.4300 AUD
Sale          1,582                34.8311 AUD
Sale          78                   34.4300 AUD
Sale          1,425                34.8312 AUD
Sale          70                   34.4300 AUD
Sale          2,779                34.8312 AUD
Sale          290                  34.8312 AUD
Sale          44                   34.4300 AUD
Sale          902                  34.8311 AUD
Sale          304                  34.4300 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          68            34.833
CFD            Long          293100        34.8341
CFD            Short         130           35.257
CFD            Short         2600          35.3579

(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                         12 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