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               08 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     144,666,500        4.31%     1,644,918      0.05%
securities
(2) Derivatives      228,846        0.01%         1,877      0.00%
(other than
options)
(3) Options and            0        0.00%             0      0.00%
agreements to
purchase/sell
Total            144,895,346        4.32%     1,646,795      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      504                  40.0000 AUD
Purchase      83,492               39.5040 AUD
Purchase      5,339                39.6701 AUD
Purchase      83,492               39.5040 AUD
Purchase      17,460               39.4961 AUD
Purchase      167,470              39.9640 AUD
Purchase      4,000                40.0470 AUD
Purchase      2,340                39.9367 AUD
Purchase      45,948               40.0000 AUD
Purchase      12,023               40.0000 AUD
Purchase      945                  39.5000 AUD
Purchase      653                  39.5000 AUD
Purchase      9,450                39.7962 AUD
Purchase      5,449                39.5000 AUD
Purchase      84,037               39.5000 AUD
Purchase      51,705               39.8047 AUD
Purchase      359                  40.0000 AUD
Purchase      1,510                39.5000 AUD
Purchase      1,510                39.5000 AUD
Purchase      50,000               40.0000 AUD
Sale          4,397                39.7962 AUD
Sale          592                  39.9178 AUD
Sale          94,847               39.7962 AUD
Sale          17,460               39.4961 AUD
Sale          653                  39.5000 AUD
Sale          83,492               39.5040 AUD
Sale          32,467               39.7962 AUD
Sale          249                  39.5000 AUD
Sale          25,285               40.0000 AUD
Sale          72,528               39.5000 AUD
Sale          17,460               39.4961 AUD
Sale          74,566               39.7962 AUD
Sale          81,469               39.5000 AUD
Sale          945                  39.5000 AUD
Sale          147,173              40.0609 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          592           39.9177
CFD            Short         2340          39.9366
CFD            Short         167470        39.964
CFD            Short         4000          40.0469

(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                         09 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