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               12 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     153,708,220      4.58%       9,919,398    0.30%
securities
(2) Derivatives       30,574      0.00%         208,734    0.01%
(other than
options)
(3) Options and            0      0.00%              0     0.00%
agreements to
purchase/sell
Total            153,738,794      4.58%      10,128,132    0.30%


(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      30,000               36.9063 AUD
Purchase      2,942                36.5000 AUD
Purchase      10,862               36.4437 AUD
Purchase      2,461                36.3439 AUD
Purchase      3,626                36.9100 AUD
Purchase      450                  36.5000 AUD
Purchase      2,467                36.9100 AUD
Purchase      221,278              36.2764 AUD
Purchase      6,332                36.2052 AUD
Purchase      7,870                36.5345 AUD
Purchase      932                  36.8071 AUD
Purchase      911                  36.5000 AUD
Purchase      349                  36.7300 AUD
Purchase      1,617                36.5000 AUD
Purchase      14,970               36.9100 AUD
Sale          30,000               36.9063 AUD
Sale          10,892               36.4241 AUD
Sale          2,869                36.5000 AUD
Sale          2,461                36.3439 AUD
Sale          12,600               36.8542 AUD
Sale          599                  36.5000 AUD
Sale          266                  36.4784 AUD
Sale          57                   36.4783 AUD
Sale          2,452                36.5000 AUD
Sale          230                  36.4784 AUD
Sale          33,690               36.9100 AUD
Sale          30,000               36.9063 AUD
Sale          11,456               36.9100 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         221278        36.2764
CFD            Short         10862         36.4436
CFD            Short         932           36.8071
CFD            Long          10892         36.4241
CFD            Long          12600         36.8542

(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                         13 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