Director Shareholding

BHP Billiton Limited
19 September 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.



19 September 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                    4 September 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                                18 September 2003
No. of securities held prior to change        165 209
Class                                         Ordinary shares of BHP Billiton Limited
Number acquired                               184 483
Number disposed                               -
Value/Consideration                           -
No. of securities held after change           349 692
Nature of change

Example: on-market trade, off-market trade,   Exercise of Performance Rights
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 161 832 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 options or other    1 280 361 - 620 000 maximum number of options
rights held at the date of this notice                                        over 1 280 361 ordinary shares of
                                                                              BHP Billiton Limited

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

                                                             180 154 - 180 154 maximum number of Group
                                                                              Incentive Scheme
                                                          ________            Performance Shares

                                                          1 597 088           Total


Any additional information                                This change represents a reduction in the maximum number of
                                                          Performance Rights and the number of ordinary shares they
                                                          convert to on exercise following the exercise of 83 333
                                                          Performance Rights by Mr Goodyear.

                                                          Mr Goodyear also holds rights over shares of BHP Billiton
                                                          Limited under the BHP Billiton Limited Executive Share Scheme
                                                          and Group Incentive 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]




BHP Billiton Limited ABN 49 004 028 077                 BHP Billiton Plc Registration number 3196209
Registered in Australia                                 Registered in England and Wales
Registered Office: 600 Bourke Street Melbourne Victoria Registered Office: Neathouse Place London SW1V 1BH United
3000                                                    Kingdom
Telephone [phone] Facsimile [phone]     Telephone [phone] Facsimile [phone]

              The BHP Billiton Group is headquartered in Australia




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