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               10 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     144,654,765        4.31%     1,071,058      0.03%
securities
(2) Derivatives       58,847        0.00%
(other than
options)
(3) Options and            0        0.00%             0      0.00%
agreements to
purchase/sell
Total            144,713,612        4.31%     1,071,058      0.03%


(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      1,185                39.0800 AUD
Purchase      61,314               38.9087 AUD
Purchase      61,314               38.9087 AUD
Purchase      150,400              39.1800 AUD
Purchase      1,718                39.1724 AUD
Purchase      3,041                39.0200 AUD
Purchase      22,058               39.0800 AUD
Purchase      20,866               39.0961 AUD
Purchase      1,639                39.0800 AUD
Purchase      543                  38.8000 AUD
Purchase      688                  39.0800 AUD
Sale          56                   39.0834 AUD
Sale          61,314               38.9087 AUD
Sale          20,866               39.0961 AUD
Sale          580                  39.0834 AUD
Sale          1,098                39.0953 AUD
Sale          7,500                39.0039 AUD
Sale          13,738               39.0800 AUD
Sale          20,866               39.0961 AUD
Sale          105                  39.0834 AUD
Sale          264                  39.0834 AUD
Sale          17                   39.0830 AUD
Sale          1,317                39.0800 AUD
Sale          32                   39.0832 AUD
Sale          743                  39.0800 AUD
Sale          417                  39.0200 AUD
Sale          2,475                39.0800 AUD
Sale          30                   39.0834 AUD
Sale          691                  39.0800 AUD
Sale          387                  39.0800 AUD
Sale          6,219                39.0800 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          7500          39.0038
CFD            Long          1098          39.0952
CFD            Short         1718          39.1724
CFD            Short         150400        39.1799

(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                         11 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