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               18 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     154,035,933      4.59%       9,952,842    0.30%
securities
(2) Derivatives        8,258      0.00%         167,502    0.00%
(other than
options)
(3) Options and            0      0.00%               0    0.00%
agreements to
purchase/sell
Total            154,044,191      4.59%      10,120,344    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      6,935                38.8600 AUD
Purchase      990                  38.8600 AUD
Purchase      1,119                38.8600 AUD
Purchase      2,389                38.8600 AUD
Purchase      1,500                38.6030 AUD
Purchase      1,000                38.6400 AUD
Purchase      85,606               38.9639 AUD
Purchase      55,938               38.8967 AUD
Purchase      2,742                38.8600 AUD
Purchase      519                  38.8600 AUD
Purchase      915                  38.8600 AUD
Purchase      578                  38.8600 AUD
Purchase      640                  38.8600 AUD
Purchase      1,411                38.8600 AUD
Purchase      1,391                38.8600 AUD
Purchase      1,183                38.8600 AUD
Purchase      85,606               38.9639 AUD
Purchase      6,310                38.8150 AUD
Purchase      1,500                38.6261 AUD
Purchase      709                  38.8600 AUD
Purchase      11,113               38.8600 AUD
Purchase      638                  38.8600 AUD
Purchase      1,925                38.8600 AUD
Purchase      1,527                38.8600 AUD
Purchase      817                  38.8600 AUD
Purchase      766                  38.8600 AUD
Purchase      26,090               38.8600 AUD
Sale          4,414                38.8586 AUD
Sale          7,801                38.8007 AUD
Sale          1,500                38.6261 AUD
Sale          1,000                38.6400 AUD
Sale          1,500                38.6261 AUD
Sale          54,686               38.8600 AUD
Sale          9,711                38.8600 AUD
Sale          85,606               38.9639 AUD
Sale          37,200               38.7630 AUD
Sale          784                  38.8586 AUD
Sale          4,619                38.7689 AUD
Sale          55,938               38.8967 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         6310          38.815
CFD            Long          37200         38.7629
CFD            Long          4619          38.7689
CFD            Long          7801          38.8007


(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                         19 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