RNS Number:4489S
BHP Billiton Limited
25 November 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.



25 November 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


19 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

-

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 349 692 shares of BHP Billiton Limited. He
is the registered holder of these shares.

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 141 802 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


21 November 2003

Period during which or date on which exercisable

  * Deferred Shares and Options - August 2005 to August 2008
  * Performance Shares - August 2006 to August 2009



Total amount paid (if any) for the grant


                                       -

Description of securities involved:

class; number

112 375     Performance Shares of BHP Billiton Limited

 28 093     Deferred Shares of BHP Billiton Limited

320 725     Options of BHP Billiton Limited


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

A$11.11

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 rights held at the date
of this notice


 1 601 086  - 940 725 maximum number of
                      options over 1 601 086 ordinary
                      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

________________________________________

 2 058 281    Total



Any additional information


This change represents an award of Options, Deferred Shares and Performance
Shares under the Group Incentive Scheme following approval by shareholders at
the 2003 Annual General Meetings of the Group.

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 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:     +61 3 9609 3265

                  Fax:     +61 3 9609 4372

Ms E A Hobley     Tel:     +44 20 7802 4054

                  Fax:     +44 20 7802 3054



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 +61 1300 554 757 Facsimile +61 3 9609 3015        Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111

             The BHP Billiton Group is headquartered in Australia





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

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