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               15 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     153,998,835      4.59%      10,087,276    0.30%
securities
(2) Derivatives        2,148      0.00%         204,702    0.01%
(other than
options)
(3) Options and            0      0.00%              0     0.00%
agreements to
purchase/sell
Total            154,000,983      4.59%      10,291,978    0.31%


(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      2,000                39.2770 AUD
Purchase      596                  39.2900 AUD
Purchase      301                  39.2900 AUD
Purchase      4,000                39.2061 AUD
Purchase      111,687              38.4721 AUD
Purchase      30,000               39.2861 AUD
Purchase      2,400                39.6160 AUD
Purchase      4,000                39.2298 AUD
Purchase      2,000                39.1768 AUD
Purchase      14,970               39.2900 AUD
Purchase      4,000                39.2298 AUD
Purchase      37,570               39.2900 AUD
Purchase      8,188                39.0005 AUD
Purchase      14,900               39.2900 AUD
Purchase      366                  38.4467 AUD
Purchase      3                    39.2900 AUD
Purchase      2,000                39.1431 AUD
Purchase      193,334              38.7342 AUD
Purchase      2,000                39.2749 AUD
Purchase      1,177                38.4467 AUD
Purchase      10,818               39.3546 AUD
Sale          32,400               39.3105 AUD
Sale          4,000                39.2061 AUD
Sale          2,000                39.1768 AUD
Sale          111,687              38.4721 AUD
Sale          2,000                39.2770 AUD
Sale          64,941               39.2900 AUD
Sale          7,611                39.0556 AUD
Sale          14,900               39.2900 AUD
Sale          2,400                39.6160 AUD
Sale          842                  38.3557 AUD
Sale          37,570               39.2900 AUD
Sale          30,000               39.2861 AUD
Sale          2,688                39.0246 AUD
Sale          596                  39.2900 AUD
Sale          10,818               39.3546 AUD
Sale          4,000                39.2298 AUD
Sale          12,800               39.3837 AUD
Sale          8,363                39.0245 AUD
Sale          2,000                39.2749 AUD
Sale          76,102               39.0245 AUD
Sale          2,000                39.1431 AUD
Sale          4,000                39.2061 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         193334        38.7342
CFD            Short         8188          39.0004
CFD            Long          842           38.3557
CFD            Long          7611          39.0555
CFD            Long          12800         39.3837

(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                         18 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