Directors' Interest-Replace

BHP Billiton Limited
4 November 2004


       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.

The following amendments have been made to the Directors' Interest announcement 
released on 2 November 2004 at 07:00 under RNS No 6972E.

The Billiton ESOP Trustee Limited was quoted as having transferred 56,066 shares
out of its holding of BHP Billiton Plc shares of US $0.50 each, leaving a
balance of 1,606,436 shares in the Trust's name. The correct numbers in each
case are 56,033 and 1,606,469 respectively. A replacement announcement is set
out below. 

Issued by:                       BHP Billiton Plc

To:                              London Stock Exchange
                                 Johannesburg Stock Exchange
                                 New York Stock Exchange
 
Date:                            5 November 2004

For Release:                     Immediately

Contact:                         Ines Watson  -  [phone]


                Notification of interests of directors

BHP Billiton Plc announces the following transaction made by Billiton ESOP
Trustee Limited, as trustee of the Billiton Employee Share Ownership Trust, in
Ordinary shares of US$0.50 in BHP Billiton Plc.

Date of           Type of           Number of      Price per     Date
Transaction       Transaction       Shares         Share         Notified

1 November 2004   Transfer          56,033         N/A           1 November 2004

This transaction was made on behalf of a beneficiary of the Company's Restricted
Share Scheme (not any director of BHP Billiton Plc subject to the Company's
Securities Dealing Code).

Following the above transactions Messrs C W Goodyear and M Salamon have an
interest in the balance held by the Trust of 1,606,469 shares as potential
beneficiaries of the Trust.

BHP Billiton Limited ABN 49 004 028 077          BHP Billiton Plc Registration 
                                                 number 3196209

Registered in Australia                          Registered in England and Wales
Registered Office: 180 Lonsdale Street Melbourne Registered Office: Neathouse 
Victoria 3000                                    Place, London SW1V 1BH United  
Telephone [phone]                       Kingdom
Facsimile [phone]                        Telephone [phone] 
                                                 Facsimile [phone]

           The BHP Billiton Group is headquartered in Australia



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