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               03 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     135,240,552        4.03%     1,875,272      0.06%
securities
(2) Derivatives      234,816        0.01%
(other than
options)
(3) Options and            0        0.00%             0      0.00%
agreements to
purchase/sell
Total            135,475,368        4.04%     1,875,272      0.06%


(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      51,074               39.8200 AUD
Purchase      2,463                39.8200 AUD
Purchase      653                  39.9900 AUD
Purchase      14,373               40.5534 AUD
Purchase      1,659                39.9900 AUD
Purchase      41,790               39.8240 AUD
Purchase      152,859              40.4912 AUD
Purchase      85,958               40.1932 AUD
Purchase      41,790               39.8240 AUD
Purchase      100,000              40.3675 AUD
Purchase      27,157               39.8200 AUD
Purchase      1,430                39.8200 AUD
Purchase      1,510                39.9704 AUD
Purchase      2,000                40.5581 AUD
Sale          2,463                39.8200 AUD
Sale          21,281               39.8200 AUD
Sale          8,568                40.5686 AUD
Sale          120,500              40.2673 AUD
Sale          41,790               39.8240 AUD
Sale          1,737                40.5364 AUD
Sale          14,373               40.5534 AUD
Sale          100,000              40.3675 AUD
Sale          238,817              40.3839 AUD
Sale          207                  39.9900 AUD
Sale          100,000              39.8200 AUD
Sale          312                  39.9900 AUD
Sale          2,685                40.2603 AUD
Sale          1,522                40.2602 AUD
Sale          177                  39.9900 AUD
Sale          481                  39.9900 AUD
Sale          4,083                40.2603 AUD
Sale          69                   39.9900 AUD
Sale          3,353                40.2602 AUD
Sale          63,785               39.8200 AUD
Sale          1,780                40.2603 AUD
Sale          309                  39.9900 AUD
Sale          2,658                40.2602 AUD
Sale          2,306                40.2602 AUD
Sale          268                  39.9900 AUD
Sale          99                   39.9900 AUD
Sale          852                  40.2602 AUD
Sale          594                  40.2603 AUD
Sale          390                  39.9900 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          120500        40.2672
CFD            Long          1737          40.5364
CFD            Long          8568          40.5685
CFD            Short         2000          40.5581

(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                         04 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