Edgar Filing: BHP BILLITON LTD

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

December 12, 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

12 December 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 M Salamon

Date of last notice

6 September 2005

Date issuer informed of transaction

9 December 2005

Date and place of transaction

9 December 2005 on the London Stock Exchange

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

Indirect

Nature of indirect interest

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

Mr Salamon has an indirect interest in 1,280,236 ordinary fully paid shares in BHP Billiton Plc. The registered holders are Gardenview Nominees (Pty) Ltd and KB (CI) Nominees Ltd.

No. of securities held prior to change

1,248,861

Class

Ordinary fully paid shares of US$0.50 in BHP Billiton Plc

Number acquired

84,706

Number disposed

31,482

Value/Consideration

Exercise @ nil cost
Sale @ GPB 8.94

No. of securities held after change

1,302,085

Nature of change

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

The exercise of 84,706 ordinary fully paid shares under the Co-Investment Plan, and the same day on-market sale of 31,482 shares in order to meet the associated tax liability.

The 53,224 shares retained from the exercise are registered in the name of KB (CI) Nominees Ltd.

Any additional information

Mr Salamon has an indirect interest in 1,280,236 ordinary fully paid shares in BHP Billiton Plc. The registered holders are Gardenview Nominees (Pty) Ltd and KB (CI) Nominees Ltd.

Mr Salamon also has a direct interest in 21,849 ordinary fully paid shares in BHP Billiton Plc.

Mr Salamon as an Executive Director also has a notifiable interest under United Kingdom legislation in 240,510 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 (including total percentage holding)

-

Interest acquired

-

Interest disposed

-

Value/Consideration

-

Interest after change

-

No. and class of securities to which interest related after the change (including total percentage holding)

-

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 (including percentage of issued holding)

-

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 (including total percentage holding)

        89 056              maximum number of GIS
                                Performance Shares (ordinary
                                shares of BHP Billiton Plc)

       153 894             maximum number of GIS
                                Deferred Shares (ordinary
                                shares of BHP Billiton Plc)

       600 000             maximum number of
                                Performance Shares (ordinary
                                shares of BHP Billiton Plc)
                                under the LTIP

        ----------

       842 950             Total

Any additional information

This change is in respect of the exercise of 84,706 shares and the lapse of 10,589 shares under the Co-Investment Plan

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: 12 December 2005 By:
Karen Wood

Name: Karen Wood

Title: Company Secretary

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

To:	Australian Stock Exchange	cc:	New York Stock Exchange
			Swiss Stock Exchange
			JSE Securities Exchange SA
	London Stock Exchange		Deutsche Bank UBS Zurich

Name of entities	BHP Billiton Limited	BHP Billiton Plc
	ABN 49 004 028 077	REG NO 3196029

Name of director / person discharging managerial responsibilities	Mr M Salamon
Date of last notice	6 September 2005
Date issuer informed of transaction	9 December 2005
Date and place of transaction	9 December 2005 on the London Stock Exchange

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder and the identity of a Connected Person if applicable)	Mr Salamon has an indirect interest in 1,280,236 ordinary fully paid shares in BHP Billiton Plc. The registered holders are Gardenview Nominees (Pty) Ltd and KB (CI) Nominees Ltd.
No. of securities held prior to change	1,248,861
Class	Ordinary fully paid shares of US$0.50 in BHP Billiton Plc
Number acquired	84,706
Number disposed	31,482
Value/Consideration	Exercise @ nil cost Sale @ GPB 8.94
No. of securities held after change	1,302,085
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The exercise of 84,706 ordinary fully paid shares under the Co-Investment Plan, and the same day on-market sale of 31,482 shares in order to meet the associated tax liability. The 53,224 shares retained from the exercise are registered in the name of KB (CI) Nominees Ltd.
Any additional information	Mr Salamon has an indirect interest in 1,280,236 ordinary fully paid shares in BHP Billiton Plc. The registered holders are Gardenview Nominees (Pty) Ltd and KB (CI) Nominees Ltd. Mr Salamon also has a direct interest in 21,849 ordinary fully paid shares in BHP Billiton Plc. Mr Salamon as an Executive Director also has a notifiable interest under United Kingdom legislation in 240,510 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.

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 (including total percentage holding)	-
Interest acquired	-
Interest disposed	-
Value/Consideration	-
Interest after change	-
No. and class of securities to which interest related after the change (including total percentage holding)	-

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 (including percentage of issued holding)	-
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise	-

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

Date: 12 December 2005	By:	Karen Wood
	Name:	Karen Wood
	Title:	Company Secretary