Director Shareholding

BHP Billiton Limited
07 December 2004

     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.



7 December 2004


To:      Australian Stock Exchange           cc:     New York Stock Exchange
                                                     Swiss Stock Exchange
                                                     Johannesburg Stock Exchange
         London Stock Exchange                       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


14 October 2004


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

-

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 a direct interest in 556 203 shares in BHP Billiton Limited.

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 1 554 568 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


3 December 2004

Period during which or date on which exercisable

  • Performance Shares - 30 June 2009
  • Deferred Shares - 30 June 2006
  • Options - 30 June 2006



Total amount paid (if any) for the grant


                                       -

Description of securities involved:

class; number

  • 500 000 maximum number of Performance Shares under the Long Term Incentive
    Plan (LTIP)
  • 44 601 Deferred Shares under the amended Group Incentive Scheme (amended
    GIS)
  • 180 613 Options under the amended GIS



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

Options - A$15.39

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 1 575 188             - 1 021 338 maximum number of
other rights held at the date of this notice                             options under the GIS and amended
                                                                         GIS over 1 575 188 ordinary shares
                                                                         of BHP Billiton Limited

                                                   122 916             - 114 660 Vested Performance
                                                                         Rights under the GIS to 122 916
                                                                         ordinary shares of BHP Billiton
                                                                         Limited

                                                   292 529             - maximum number of GIS
                                                                         Performance Shares (ordinary
                                                                         shares of BHP Billiton Limited)

                                                    72 694             - GIS and amended GIS Deferred
                                                                         Shares (ordinary shares of BHP
                                                                         Billiton Limited)

                                                   500 000             - maximum number of Performance
                                                                         Shares (ordinary shares of BHP
                                                                         Billiton Limited) under the LTIP


                                                 ______________
                                                 2 563 327              Total


Any additional information                       This change is the awarding of rights and options following the
                                                 approval of shareholders on 25 November 2004




Part 4 - Contact details


Name of authorised officers responsible for making this notification on behalf
of the entities

Mr R V Taylor - BHP Billiton Limited

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: Level 27, 180 Lonsdale Street Melbourne  Registered Office: Neathouse Place London SW1V 1BH United
Victoria 3000                                               Kingdom
Telephone [phone] Facsimile [phone]        Telephone [phone] Facsimile [phone]

           The BHP Billiton Group is headquartered in Australia


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