29th August 2002




Australian Stock Exchange


New York Stock Exchange


Companies Announcements Office


Swiss Stock Exchange


New Zealand Stock Exchange


London Stock Exchange


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Companies Announcements Office


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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 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 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 P M Anderson

Date of last notice

13 August 2002



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

Included in this Part are:


Direct or indirect interest


Nature of indirect interest

(including registered holder)

Registered holder is BHP Billiton Employee Share Plan Pty Ltd on trust for Mr Anderson

Date of change

28 August 2002

No. of securities held prior to change

114 765


Ordinary fully paid shares in BHP Billiton Limited

Number acquired

688 590

Number disposed




No. of securities held after change

803 355 indirect

901 129 direct

1 704 484

Nature of change

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

Allotment following the exercise by
Mr Anderson of 300 000 Performance Rights

Any additional information


Mr Anderson holds 901 129 ordinary shares in BHP Billiton Limited in his own name. This holding remains unchanged.


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




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


1 000 000 Performance Rights (PR's) on

26.2.99 (no change)

Period during which or date on which exercisable

The PR's became exercisable quarterly (25 000) upon completion of service conditions and annually (100 000) on fulfilment of performance conditions. On cessation of executive office on 1 July 2002 all of the remaining PR's at that time (400 000) became exercisable. Mr Anderson has voluntarily requested that 100 000 of the PR's issued in relation to the year ended 30 June 2002 remain subject to performance conditions.

Total amount paid (if any) for the grant


Part 3 - Change of director's interests in options or other rights granted by the entities (cont'd)

Description of securities involved:

Class; number

Each PR constitutes a right to acquire (after adjustment to take account of the spin off of OneSteel Limited in October 2000, the bonus issue on 5 July 2001 and the spin off of BHP Steel on 1 July 2002) 2.2953 ordinary shares in BHP Billiton Limited.

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

The 100 000 remaining PR's are rights to
229 530 ordinary shares in BHP Billiton Limited.

In addition, Mr Anderson holds 1 000 000 (maximum) options over 2 065 100 ordinary shares in BHP Billiton Limited. There is no change to report in respect of these options.

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

Mrs I Watson - BHP Billiton Plc

Contact details




Mr R V Taylor Tel: +61 3 9609 3265

Fax: +61 3 9609 4372

Mrs I Watson Tel: +44 20 7747 3976

Fax: +44 20 7747 3852


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: 1-3 Strand London WC2N 5HA United Kingdom
Telephone +44 20 7747 3800 Facsimile +44 20 7747 3900

The BHP Billiton Group is headquartered in Australia