Director Shareholding

BHP Billiton Limited
15 November 2002


To:      Australian Stock Exchange           cc:     New York Stock Exchange
         Companies Announcements Office              Swiss Stock Exchange
                                                     New Zealand Stock Exchange
         London Stock Exchange                       Johannesburg Stock Exchange
                                                     Paris Bourse (Euronext)
                                                     Deutsche Bank

       Notification of Change of Interests of Directors and Connected Persons 
              (Australian Stock Exchange Listing Rules Appendix 3Y)

Name of entities              BHP Billiton Limited     BHP Billiton Plc
                              ABN 49 004 028 077       REG NO 3196029

As part of a dual listed company structure, the Group voluntarily notifies all 
stock exchanges on which either BHP Billiton Plc or BHP Billiton Limited have 
primary or secondary listings, all those interest of directors of both entities 
in the securities of both entities (and changes to those interests) which are 
required to be disclosed under the Australian Stock Exchange (ASX) Listing 
Rules, the Listing Rules of the United Kingdom Listing Authority, the Australian 
Corporations Act, the United Kingdom Companies Act and the Group's Securities 
Dealing Code.

We (the entities) advise the following information under ASX Listing Rule 
3.19A.2 and as agent for the director for the purposes of section 205G of the 
Australian Corporations Act and otherwise in accordance with the foregoing 
policy.

Name of director           Mr B P Gilbertson
Date of last notice        29 July 2002

 
Part 1 - Change of director's relevant interests in securities

Included in this Part are:

• in the case of a trust, interests in the trust made available by the 
  responsible entity of the trust;

• details of the circumstance giving rise to the relevant interest;

• details and estimated valuation if the consideration is non-cash; and

• changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest      -

Nature of indirect interest 
(including registered holder)    -

Date of change                   -

No. of securities held prior 
to change                        -
 
Class                            -   Ordinary fully paid shares of US$0.50 of 
                                      BHP Billiton Plc
 
Number acquired                  -

Number disposed                  -

Value/Consideration              -

No. of securities held after
change                           -

Nature of change
Example: on-market trade, 
off-market trade, exercise of
options, issue of securities 
under dividend reinvestment 
plan, participation in buy-back
 
Any additional information       Mr Gilbertson has a direct interest as the 
                                 registered holder of 415 050 shares of BHP 
                                 Billiton Plc.

                                 Mr Gilbertson also has the following indirect 
                                 interests in shares of BHP Billiton Plc:

                                 • 286 379 in the name of Vidacos Nominees 
                                   Limited
                                 
                                 • 259 854 in the name of Billiton ESOP Trustee 
                                   Limited a/c GILB

                                  There is no change to report to the above 
                                  holdings.

                                  Mr Gilbertson as an Executive Director also 
                                  has a notifiable interest under United Kingdom 
                                  legislation in 440 778 shares of BHP Billiton 
                                  Plc, being the balance of shares held by 
                                  Billiton ESOP Trustee Limited as trustee of 
                                  the Billiton Employee Ownership Trust.

Part 2 - Change of director's interests in contracts other than as described in 
         Part 3

Included in this Part are:

• only details of a contract in relation to which the interest has changed; and

• details and estimated valuation if the consideration is non-cash,

Detail of contract                              -

Nature of interest                              -

Name of registered holder (if issued securities)-

No. and class of securities to which 
interest related prior to change                -

Interest acquired                               -

Interest disposed                               -

Value/Consideration                             -

Interest after change                           -

Part 3 - Change of director's interests in options or other rights granted by 
         the entities

Included in this Part are only details of options or other rights granted which 
have changed, save for the total number of securities over which options or 
other rights are held following this notification.

Date of grant                                    12 November 2002

Period during which or date on which             Subject to Mr Gilbertson 
exercisable                                      meeting performance conditions, 
                                                 3 years from the date those 
                                                 conditions are met 
                                                 (not before 1.7.2005)

Total amount paid (if any) for the grant         Nil

Description of securities involved:              366 589 ordinary fully paid 
class; number                                    shares of US$0.50 of 
                                                 BHP Billiton Plc

Exercise price (if fixed at time of grant)       Nil
or indication that price is to be fixed at
time of exercise     

 
Part 3 - Change of director's interests in options or other rights granted by 
         the entities (cont'd)
 
Total number of securities over             292 577 RSS
which options or other rights held           24 925 CIP committed shares
at the date of this notice                   76 020 CIP matching shares
                                            366 589 Performance Shares (maximum)

                                            760 111 Total
 
Any additional information                 This change represents the grant 
                                           of Performance Shares under the 
                                           BHP Billiton Plc Group Incentive 
                                           Scheme which are subject to 
                                           performance conditions and which was 
                                           approved by shareholders on 
                                           4 November 2002.

                                           Mr Gilbertson also holds rights over
                                           shares of BHP Billiton Plc under the 
                                           Restricted Share Scheme (RSS) and 
                                           Co-Investment Plan (CIP) as follows:

 
                                           292 577     RSS
                                            24 925     CIP committed shares
                                            76 020     CIP matching shares

                                           393 522

                                           There is no change to report to the 
                                           above rights.

Part 4 - Contact details
 
Name of authorised officers                 Mr R V Taylor - BHP Billiton Limited
responsible for making this 
notification on behalf of the               Ms E Hobley  -   BHP Billiton Plc
entities
 

 
Contact details                             Mr R V Taylor  Tel: [phone]
                                                           Fax: [phone]
                                            
                                            Ms E Hobley    Tel: [phone]
                                                           Fax: [phone]

 


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