Director Shareholding

BHP Billiton Limited
28 February 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.





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                    15 November 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              Direct

Nature of indirect interest              -
(including registered holder)

Date of change                           27 February 2003

No. of securities held prior to change   -

Class                                    Ordinary fully paid shares of 
                                         BHP Billiton Limited

Number acquired                          165 209 after exercising 80 000 options

Number disposed                          -

Value/Consideration                      $14.29 per option

No. of securities held after change      165 209

Nature of change

Example: on-market trade, off-market trade,
exercise of options, issue of securities
under dividend reinvestment plan,
participation in buy-back                Exercise of options

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 354 203 
                                         shares of BHP Billiton Plc, being the 
                                         balance of shares held by Billiton ESOP
                                         Trustees 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                                                      -

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       1 280 362   - 620 000 maximum 
options or other rights held at the date                  number of options over
of this notice                                            1 280 362 ordinary
                                                          shares of BHP Billiton 
                                                          Limited
                                                                                     

                                            321 056     - 210 733 maximum number
                                                          of Performance Rights 
                                                          to 321 056 ordinary 
                                                          shares of BHP Billiton 
                                                          Limited

                                            180 154     - 180 154 maximum number
                                                          of Group Incentive 
                                                          Scheme Performance 
                                                          Shares
                                            _______
                                                          
                                            1 781 572     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 80 000 
                                                          options 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 - 
notification on behalf of the entities                    BHP Billiton Limited
                                                          Ms E A Hobley - 
                                                          BHP Billiton Plc -   
                                                          
Contact details                                           Mr R V Taylor     
                                                          Tel:  [phone]
                                                          Fax:  [phone]
                                                          Ms E A Hobley     
                                                          Tel:  [phone]
                                                          Fax:  [phone]


                      This information is provided by RNS
            The company news service from the London Stock Exchange