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Mon 5 Sep 2005, 9:33 BHP Billiton Plc - Notification of Change of Inter
BHP Billiton Plc - Notification of Change of Interests of Directors             
BHP Billiton Plc                                                                
Share Code: BIL                                                                 
Share: GB0000566504                                                             
To: Australian Stock Exchange       cc:  New York Stock Exchange                
                                         Swiss Stock Exchange                   
                                         JSE Securities Exchange                
SA                                     
    London Stock Exchange                Deutsche Bank                          
                                         UBS Zurich                             
Notification of Change of Interests of Directors and Persons Discharging        
Managerial Responsibilities and Connected Persons                               
(Australian Stock Exchange Listing Rules Appendix 3Y)                           
(Listing Rules & Disclosure Rules of the UK Listing Authority)                  
Name of entities                BHP Billiton        BHP Billiton Plc            
Limited                                         
                                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 interests of directors and persons     
discharging managerial responsibilities 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 and Disclosure 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, the UK Listing Authority Disclosure Rule 3.1.4 and as agent for the    
director / person discharging managerial responsibilities for the purposes of   
section 205G of the Australian Corporations Act and in accordance with the      
Group`s Securities Dealing Code.                                                
Name of director /  Mr C W Goodyear                                             
person discharging                                                              
managerial                                                                      
responsibilities                                                                
Date of last notice 31 August 2005                                              
Date issuer         1 September 2005                                            
informed of                                                                     
transaction                                                                     
Date and place of   2 September 2005 (place of transaction                      
transaction         not applicable)                                             
Part 1 - Change of 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 and/or  
person discharging managerial responsibilities.                                 
Direct or indirect       Direct                                                 
interest                                                                        
Nature of indirect       -                                                      
interest                                                                        
(including registered                                                           
holder and the identity                                                         
of a Connected Person                                                           
if applicable)                                                                  
No. of securities held   663,403                                                
prior to change                                                                 
Class                    Ordinary shares in BHP Billiton Limited                
Number acquired          208,247 (following exercise of 180,154                 
                         Group Incentive Scheme Performance                     
                         Shares and 28,093 Group Incentive                      
Scheme Deferred Shares)                                
Number disposed          -                                                      
Value/Consideration      Nil                                                    
No. of securities held   871,650                                                
after change                                                                    
Nature of change         Exercise of Performance Shares and                     
Example:  on-market      Deferred Shares                                        
trade, off-market                                                               
trade, exercise of                                                              
options, issue of                                                               
securities under                                                                
dividend reinvestment                                                           
plan, participation in                                                          
buy-back                                                                        
Any additional           Mr Goodyear has an indirect interest in                
information              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 1,000 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.                               
Mr Goodyear as an Executive Director                   
                         also has a notifiable interest under                   
                         United Kingdom legislation in 120,894                  
                         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 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             -                                                
(including the identity of a                                                    
Connected Person if                                                             
applicable)                                                                     
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          -                                                
No. and class of securities    -                                                
to which interest related                                                       
after the change                                                                
Part 3 - Change of 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                                                                        
Total number of         1 575 188 -    1 021 338 maximum number                 
securities over which   of options (840,725 vested and 180,613                  
options or other        unvested) under the PSP and GIS over 1                  
rights held at the      575 188 ordinary shares of BHP Billiton                 
date of this notice     Limited                                                 
                        15 716    -    14 660 Vested Performance                
                        Rights under the PSP to 15 716 ordinary                 
                        shares of BHP Billiton Limited                          
112 375   -    maximum number of GIS                    
                        Performance Shares (ordinary shares of                  
                        BHP Billiton Limited)                                   
                        44,601    -    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                    
                        ________________________________________                
                        2 247 880 Total                                         
Any additional          This notification is in respect of the                  
information             exercise of vested Performance Shares                   
                        and Deferred Shares under the BHP                       
                        Billiton Limited Group Incentive Scheme                 
                        (GIS) (See Part 1).                                     
Part 4 - Contact details                                                        
Name of authorised officers     Mr S A Butcher - BHP Billiton Limited           
responsible for making this                                                     
notification on behalf of the   Ms E A Hobley - BHP Billiton Plc                
entities                                                                        
Contact details                 Mr S A Butcher Tel: +61 3 9609 3323             
                                               Fax: +61 3 9609 4372             
                                Ms E A Hobley  Tel: +44 20 7802 4054            
Fax: +44 20 7802 3054            
Date: 05/09/2005 09:15:07 AM              
Produced by the JSE SENS Department
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