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               07 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     144,692,397        4.31%     1,717,212      0.05%
securities
(2) Derivatives      400,316        0.01%           129      0.00%
(other than
options)
(3) Options and            0        0.00%             0      0.00%
agreements to
purchase/sell
Total            145,092,713        4.32%     1,717,341      0.05%


(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      82,470               39.9961 AUD
Purchase      302,312              39.7990 AUD
Purchase      102,693              40.1091 AUD
Purchase      24,747               40.2739 AUD
Purchase      302,312              39.7990 AUD
Purchase      25,114               39.7500 AUD
Purchase      1,957                40.3292 AUD
Purchase      2,607                39.7500 AUD
Purchase      4,268                39.7500 AUD
Purchase      80,028               39.7500 AUD
Purchase      2,418                39.9961 AUD
Purchase      5,826                39.7500 AUD
Purchase      359                  39.7500 AUD
Purchase      1,244                40.5700 AUD
Purchase      9,896                39.7500 AUD
Purchase      4,399                39.9961 AUD
Purchase      6,006                39.9962 AUD
Purchase      2,345                39.7500 AUD
Sale          108,792              39.7500 AUD
Sale          1,985                39.7500 AUD
Sale          470                  39.7500 AUD
Sale          972                  39.7500 AUD
Sale          64,300               39.9290 AUD
Sale          302,312              39.7990 AUD
Sale          63,748               39.9470 AUD
Sale          19,053               39.7500 AUD
Sale          111,970              39.7500 AUD
Sale          102,693              40.1091 AUD
Sale          1,873                39.7500 AUD
Sale          74,690               39.7500 AUD
Sale          3,241                39.7500 AUD
Sale          3,923                39.7500 AUD
Sale          2,951                39.7500 AUD
Sale          1,304                39.7500 AUD
Sale          1,058                39.7500 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          64300         39.929
CFD            Short         24747         40.2738

(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                         08 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