Director Shareholding

BHP Billiton Limited
24 December 2003

     BHP Billiton Limited is issuing this announcement to fulfil disclosure
  obligations arising from its secondary listing on the London Stock Exchange.

    The text of this release is identical to that issued by BHP Billiton Plc
                                    earlier.

24 December 2003

To:      Australian Stock Exchange          cc:     New York Stock Exchange
                                                    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 C W Goodyear  
                                       Date of last notice      25 November 2003 

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                                         Direct                                          

  Nature of indirect interest                                          -                                                
  (including registered holder)                                                                                       

  Date of change                                                      23 December 2003                                

  No. of securities held prior to change                              349 692                                         

  Class                                                               Ordinary Shares of BHP Billiton Limited         

  Number acquired                                                     206 511 after exercising 100 000 options        

  Number disposed                                                     -                                                 
  

  Value/Consideration                                                 $14.29 per option                               

  No. of securities held after change                                 556 203                                         

  Nature of change                                                    Exercise of options                             
  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 Depositary Shares. The registered holder is 
                                                                 Cede and Company, and they are held on behalf of Mr  
                                                                 Goodyear as beneficial owner.                        

                                                                 Mr Goodyear has an indirect interest in shares of    
                                                                 BHP Billiton Plc held in the form of 1000 American   
                                                                 Depository Shares. The registered holder is Cede and 
                                                                 Company, and they are held on behalf of Mr Goodyear  
                                                                 and his wife as beneficial joint owners.             

                                                                 There is no change to report to the above holdings.  
                                                                 Mr Goodyear as an Executive Director also has a      
                                                                 notifiable interest under United Kingdom legislation 
                                                                 in 139 804 shares of BHP Billiton Plc, being the     
                                                                 balance of shares held by Billiton ESOP Trustee      
                                                                 Limited as trustee of the Billiton Employee Share    
                                                                 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                                                                                             - 

      Period during which or date on which exercisable                                                          - 

      Total amount paid (if any) for the grant                                                                  - 

      Description of securities involved:                                                                       - 
      class; number                                                                                               

      Exercise price (if fixed at time of grant) 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 which        1 394 575 - 840 725 maximum number of                                  
  options or other rights held at the date     options over 1 394 575 ordinary                                        
  of this notice                               shares of BHP Billiton Limited                                         

                                               136 573 - 127 400 maximum number of                                    
                                               Performance Rights to 136 573                                          
                                               ordinary shares of BHP Billiton                                        
                                               Limited                                                                

                                               292 529 - Group Incentive Scheme                                       
                                               Performance Shares                                                     

                                               28 093 - maximum number of Group                                       
                                               Incentive Scheme Deferred                                              
                                               Shares                                                                 
                                               ________________________________________                               

                                               1 851 770 Total                                                        

  Any additional information                   This change represents a reduction in the maximum number of options    
                                               and the number of ordinary shares they convert to on exercise          
                                               following the exercise of 100 000 options by Mr Goodyear.              

                                               Mr Goodyear also holds rights over shares of BHP Billiton Limited      
                                               under the BHP Billiton Limited Executive Share Scheme as detailed      
                                               above.                                                                 
 
Part 4 - Contact details 

                                                                                                                      
  Name of authorised officers responsible for making this     Mr R V Taylor - BHP Billiton Limited                    
  notification on behalf of the entities                      Ms E A Hobley - BHP Billiton Plc     - BHP Billiton Plc 
  Contact details                                             Mr R V Taylor     Tel:     [phone]              
                                                                                Fax:     [phone]                
          
                                                              Ms E A Hobley     Tel:     [phone]             
                                                                                Fax:     [phone]               




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