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               14 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     154,001,143      4.59%       9,956,142    0.30%
securities
(2) Derivatives        1,883      0.00%          24,168    0.00%
(other than
options)
(3) Options and            0      0.00%              0     0.00%
agreements to
purchase/sell
Total            154,003,026      4.59%      9,980,310     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      736                  38.2400 AUD
Purchase      1,080                38.2500 AUD
Purchase      473                  38.5533 AUD
Purchase      4,317                39.0300 AUD
Purchase      824                  38.5800 AUD
Purchase      220                  38.5800 AUD
Purchase      1,513                39.0300 AUD
Purchase      1,092                38.5800 AUD
Purchase      8,602                38.5533 AUD
Purchase      8,912                38.2535 AUD
Purchase      47,410               39.0300 AUD
Purchase      1,513                39.0300 AUD
Purchase      306,004              38.5711 AUD
Purchase      39,355               37.3500 AUD
Purchase      30,000               37.3500 AUD
Purchase      11,596               38.5800 AUD
Purchase      8,602                38.5196 AUD
Purchase      1,222                38.5533 AUD
Purchase      585                  38.1633 AUD
Purchase      1,703                38.5533 AUD
Purchase      1,148                38.5800 AUD
Purchase      146                  38.5800 AUD
Purchase      150                  38.5533 AUD
Purchase      10,577               39.0300 AUD
Purchase      1,620                38.5534 AUD
Purchase      1,978                38.2500 AUD
Purchase      2,087                38.2500 AUD
Purchase      218                  38.5534 AUD
Purchase      319                  38.5800 AUD
Purchase      101                  38.5800 AUD
Purchase      17,167               38.5533 AUD
Purchase      2,871                38.2500 AUD
Purchase      328                  38.5533 AUD
Purchase      585                  38.1862 AUD
Purchase      5,806                38.5800 AUD
Purchase      128,238              39.0261 AUD
Sale          10,930               38.5021 AUD
Sale          585                  38.1862 AUD
Sale          14,595               39.0300 AUD
Sale          128,238              39.0261 AUD
Sale          3,687                38.5800 AUD
Sale          314,916              38.5621 AUD
Sale          7,362                38.5800 AUD
Sale          3,484                38.5800 AUD
Sale          585                  38.1862 AUD
Sale          128,238              39.0261 AUD
Sale          4,959                38.8379 AUD
Sale          3,837                38.5800 AUD
Sale          2,882                38.5800 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         8602          38.5196
CFD            Long          10930         38.5021
CFD            Long          4959          38.8379

(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                         15 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