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               01 July 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     135,499,472        4.04%     1,469,354      0.04%
securities
(2) Derivatives       11,754        0.00%           775      0.00%
(other than
options)
(3) Options and            0        0.00%             0      0.00%
agreements to
purchase/sell
Total            135,511,226        4.04%     1,470,129      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      18,199               44.3956 AUD
Purchase      48,323               44.5160 AUD
Purchase      5,052                44.4141 AUD
Purchase      148,800              44.5062 AUD
Purchase      3,599                44.5092 AUD
Purchase      507,376              44.5772 AUD
Purchase      10,453               44.5639 AUD
Purchase      121,975              44.4401 AUD
Purchase      39,472               44.4044 AUD
Purchase      39,472               44.4044 AUD
Purchase      3,899                44.4616 AUD
Purchase      2,029                44.5100 AUD
Sale          7,027                44.4945 AUD
Sale          150,000              44.4622 AUD
Sale          39,472               44.4044 AUD
Sale          81,337               44.7345 AUD
Sale          3,360                44.4945 AUD
Sale          426,039              44.5472 AUD
Sale          148,800              44.5062 AUD
Sale          4,668                44.5211 AUD
Sale          140,174              44.4343 AUD
Sale          145,056              44.4000 AUD
Sale          6,920                44.4000 AUD
Sale          18,199               44.3956 AUD
Sale          121,975              44.4401 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          4668          44.521
CFD            Short         5052          44.414
CFD            Short         3899          44.4616
CFD            Short         3599          44.5092
CFD            Short         2029          44.51

(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                         02 July 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