Director Shareholding

BHP Billiton Limited
15 November 2002


    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 C W Goodyear

Date of last notice      7 February 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 BHP Billiton 
                                      Limited and 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 Goodyear has an indirect interest in 
                                      shares of BHP Billiton Limited held in the
                                      form of 41 302 American Depository Shares. 
                                      The registered holder is Salamon Smith 
                                      Barney, and they are held on behalf of Mr 
                                      Goodyear as beneficial owner.

                                      There is no change to report to the above 
                                      holding.

                                      Mr Goodyear 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 entitles

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        Subject to Mr Goodyear meeting performance 
which exercisable                     conditions, 3 years from the date those 
                                      conditions are met (not before 1.7.2005)

Total amount paid (if any) for the    Nil
grant                             

Description of securities involved:   193 706 ordinary fully paid shares of BHP
class; number                         Billiton Limited

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

Total number of securities over       1 445 570 - 700 000 maximum number of  
which options or other rights held                options over 1 445 570 
at the date of this notice                        ordinary shares of BHP 
                                                  Billiton Limited

                                        321 056 - 210 733 maximum number of 
                                                  Performance Rights to
                                                  321 016 ordinary shares of
                                                  BHP Billiton Limited
                                
                                        193 706 - 193 706 maximum number of
                                                  Group Incentive Scheme
                                                  Performance Shares
                              
                                      1 960 332   Total

Any additional information            This change represents the grant of
                                      Performance Shares under the BHP Billiton
                                      Limited Group Incentive Scheme which are
                                      subject to performance conditions and
                                      which was approved by shareholders on 4 
                                      November 2002.
   
                                      Mr Goodyear also holds rights over shares
                                      of BHP Billiton Limited under the BHP
                                      Billiton Limited Executive Share Scheme as
                                      detailed above.

                                      There is no change to report to these
                                      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         
entitles                              Ms E Hobley   - BHP Billiton Plc 

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

                                      Ms E Hobley     Tel: [phone]
                                                      Fax: [phone]



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