Letter

_________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Date of 4 September 2003

BHP Billiton Limited

ABN 49 004 028 077

600 Bourke Street

Melbourne Victoria 3000

Australia

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F X   Form 40-F  

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

 

Yes     No X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

4 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

28 February 2003

 

Part 1 - Change of director's relevant interests in securities

Included in this Part are:

Direct or indirect interest

Indirect

Nature of indirect interest

(including registered holder)

Cede and Company is the registered holder of 1000 American Depositary Shares held on behalf of
Mr Goodyear and his wife as beneficial joint owners.

Date of change

2 September 2003

No. of securities held prior to change

-

Class

American Depositary Shares of BHP Billiton Plc

Number acquired

1000

Number disposed

-

Value/Consideration

US$13.40

No. of securities held after change

1000

Nature of change

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

 

On-market trade

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 a direct interest in 165 209 shares of BHP Billiton Limited.

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 217 647 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:

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 rights held at the date of this notice

 

-

Any additional information

-

 

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
Registered in Australia
Registered Office: 600 Bourke Street Melbourne Victoria 3000
Telephone +61 3 9609 3333 Facsimile +61 3 9609 3015

BHP Billiton Plc Registration number 3196209
Registered in England and Wales
Registered Office: Neathouse Place London SW1V 1BH United Kingdom
Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111

The BHP Billiton Group is headquartered in Australia

________________________________________________________________________________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BHP BILLITON LIMITED
/s/ KAREN WOOD
_____________________

Karen Wood
Title: Company Secretary
Date: 4 September 2003