Director Shareholding

BHP Billiton Limited
4 January 2002


    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.


Company Secretariat

4 January 2002




To:    Australian Stock Exchange       cc:    New York Stock Exchange
       Companies Announcements Office         Swiss Stock Exchange
                                              New Zealand Stock Exchange
       London Stock Exchange                  Johannesburg Stock Exchange
       Companies Announcements Office         Paris Bourse
                                              Deutsche Bank




                   Australian Stock Exchange Limited (ASX)

                      Appendix 3X of the Listing Rules

       Initial Notification of Interests of Directors and Connected Persons


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 BHP Billiton Group has agreed
to adopt the better of the existing governance practices between BHP Billiton
Plc and BHP Billiton Limited.  As a result, 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 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.



This Initial Notification is filed in consequence of new Listing Rules of the
ASX effective 1 January 2002, and the details are as at that date.



We (the entities) advise the following information under ASX Listing Rule
3.19A.1 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 appointment          BHP Billiton Limited  -      29.11.2001
                             BHP Billiton Plc      -      29.11.2001




Part 1 - Director's relevant interests in securities of which the director is
the registered holder



In the case of a trust, this includes interests in the trust made available by
the responsible entity of the trust.


Number & class of securities



                  -




Part 2 - Director's relevant interests in securities of which the director is
not the registered holder



Included in this Part is:

*     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; and

*     the relevant interest of Connected Persons as defined in the United
Kingdom Companies Act, their identity and relationship to the director.  The
definition includes spouses and children under 18 years of age.


Name of holder & nature of interest                  Number & class of
                                                     securities


Billiton ESOP Trustees Limited as
trustee of the Billiton Employee Share Ownership     521 411 ordinary shares in
Trust.  Under the Trust,                             BHP Billiton Plc
all employees of BHP Billiton Plc, including its
executive directors (of which Mr Goodyear is one)
are potential beneficiaries of the Trust under
provisions allowing the Trustee discretion to
distribute excess Trust assets, either on winding up
of the Trust or before.  The executive directors
therefore have an interest in the balance of the
shares in BHP Billiton Plc held in the Trust at any
one time.



Salamon Smith Barney, held on behalf of the director
as beneficial owner.


                                                     41 302 American Depository
                                                     Shares (ADS) in BHP
                                                     Billiton Limited.  Each
                                                     ADS represents two
                                                     ordinary shares.




Part 3 - Director's interests in contracts other than as described in Part 4


Detail of contract                                                           -


Nature of interest                                                           -


Name of registered holder                                                    -

(if issued securities)
No. and class of securities to which interest relates                        -





Part 4  -  Director's interests in options or other rights granted by the
entities


Date of grant                 *      350 000 options on 23.4.99

                                     350 000 options on 3.4.00

                              *      83 333 Performance Rights (PR's) on
                                     1.11.00

                                     127 400 PR's on 8.11.01


Period during which or date   *     options:  23.4.02 - 23.4.09  (350 000)
on which exercisable
                                              3.4.03 - 3.4.10     (350 000)

                              *     PR's:      1.7.03 - 31.10.10  (83 333)

                                               1.10.04 - 30.9.11  (127 400)


Total amount paid (if any)    Nil
for the grant


Exercise price (if fixed at   *     options:   A$15.72 and A$17.12 (adjusted by
time of grant) or indication  A$0.66 as a result of the OneSteel capital
that price is to be fixed at  reduction). Whilst there was no reduction in the
time of exercise              exercise price following the bonus issue on
                              5.7.01, bonus shares accrued on each option.

                              *     PR's:   Nil


Total number of securities    *     The 700 000 maximum number of options are
over which options or other   over 1 445 570 ordinary shares in BHP Billiton
rights held at the date of    Limited following the bonus issue on 5.7.01.
this notice
                              *     The 210 733 maximum number of PR's are
                              rights to 299 491 ordinary shares in BHP Billiton
                              Limited (after adjustment to take account of the
                              bonus issue on 5.7.01).




Part 4  -  Director's interests in options or other rights granted by the
entities

               (cont'd)


Any         *     The options are subject to Performance Hurdles.
additional
information *     PR's constitute a right, issued by a trustee of a special
            purpose trust, to require the trustee to acquire BHP Billiton
            Limited shares on behalf of the director upon fulfilment of
            prescribed Performance Hurdles.  When fulfilled, related PR's
            become exercisable.  The trustee acquires shares either by purchase
            on market or subscription, and the shares are then held in trust
            until the director requests that they be transferred to him.







Part 5  -  Contact details


Name of authorised officers responsible for making  Mr R V Taylor - BHP
this notification on behalf of the entities         Billiton Limited



                                                    Mrs M Taylor -  BHP
                                                    Billiton Plc

Contact details                                     Mr R V Taylor    
                                                    Tel:  [phone]
                                                    Fax:  [phone]

                                                    Mrs M Taylor     
                                                    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: 600 Bourke Street Melbourne  Registered Office: 1-3 Strand   
                                                London WC2N 5HA
Victoria 3000                                   United Kingdom
Telephone [phone] Facsimile +61 3 9609  Telephone [phone]      
3015                                            Facsimile [phone]


             The BHP Billiton Group is headquartered in Australia