Company Secretariat
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

September 5, 2005

BHP Billiton Limited
-----------------------------------
(Translation of registrant's name into English)
 
180 Lonsdale Street Melbourne VIC 3000 Australia
-----------------------------------
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F   [  ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
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    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

5 September 2005

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 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 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 / person discharging managerial responsibilities

Mr C W Goodyear

Date of last notice

31 August 2005

Date issuer informed of transaction

1 September 2005

Date and place of transaction

2 September 2005 (place of 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 interest

Direct

Nature of indirect interest

(including registered holder and the identity of a Connected Person if applicable)

-

No. of securities held prior to change

663,403

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 after change

871,650

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 Performance Shares and Deferred Shares

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 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 securities over which options or other rights held at the date of this notice

     1 575 188         - 1 021 338 maximum number of
                                options (840,725 vested and
                                180,613 unvested) under the PSP
                                and GIS over 1 575 188 ordinary
                                shares of BHP Billiton 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 information

This notification is in respect of the 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 responsible for making this notification on behalf of the entities

Mr S A Butcher - BHP Billiton Limited

Ms E A Hobley - BHP Billiton Plc - BHP Billiton Plc

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

 

BHP Billiton Limited ABN 49 004 028 077
Registered in Australia
Registered Office: Level 27, 180 Lonsdale Street Melbourne Victoria 3000
Telephone +61 1300 554 757 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
     
Date: 5 September 2005 By:

Karen Wood
  Name:  Karen Wood
  Title: Company Secretary