SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

October 03, 2012

Commission File Number	Translation of registrant's name into English; Address of principal executive offices
	BHP Billiton Limited (ABN 49 004 028 077) 180 LONSDALE STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA
-	BHP Billiton Plc (REG. NO. 3196209) NEATHOUSE PLACE, VICTORIA, LONDON, UNITED KINGDOM

Indicate by check mark whether the registrant files or will

file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   X            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            No   X  

If "Yes" is marked, indicate below the file number assigned to the

registrant in connection with Rule 12g3-2(b): 82-.

Company Secretariat
                                                
3 October 2012

To:
Australian Securities Exchange
London Stock Exchange

cc:
New York Stock Exchange
JSE Limited

Notification of Change of Interests of
Persons Discharging Managerial Responsibility
(Listing Rules & Disclosure and Transparency Rules of the UK Listing Authority)

Name of entities:
BHP Billiton Limited ABN 49 004 028 077
BHP Billiton Plc REG NO 3196209
                
As part of a dual listed company structure, the Group voluntarily notifies all stock exchanges on which either BHP Billiton Limited or BHP Billiton Plc 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 Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing Authority and the Group’s Securities Dealing document.

We (the entities) advise the following information under the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as agent for the person discharging managerial responsibilities in accordance with the Group’s Securities Dealing document.

Name of person discharging managerial responsibilities:
Mr J M Yeager

Date of last notice:
3 April 2012

Date issuer informed of transaction:
3 October 2012

Date and place of transaction:
3 October 2012 (Australian Securities Exchange)

Nature of transaction:
The acquisition of 187,702 ordinary shares in BHP Billiton Limited following the exercise of Performance Shares under the 2007 Long Term Incentive Plan and 31,442 ordinary shares in BHP Billiton Limited following the exercise of 2010 Deferred Shares under the Group Incentive Scheme. In addition, an on-market sale of 80,350 ordinary shares on the Australian Securities Exchange, made in order to meet expected tax obligations.

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.

Direct or indirect interest:
Direct

Nature of indirect interest (including registered holder):
Mr Yeager has an indirect interest in 292 ordinary shares in BHP Billiton Limited (held as 146 BHP Billiton Limited ADRs) held by Computershare Nominees on behalf of Shareplus participants as Acquired Shares under the scheme. Shareplus is an all employee share purchase plan of the BHP Billiton Group.

Mr Yeager also holds an indirect interest in 900 ordinary shares in BHP Billiton (held as 450 BHP Billiton Limited ADRs) held by Cede & Company, and they are held on behalf of Mr Yeager as beneficial owner.
Date of change        3 October 2012

No. of securities held prior to change:
425,903 (Direct)
1,192 (Indirect)

Class:
Ordinary Shares in BHP Billiton Limited

Number acquired:
219,144

Number disposed:
80,350

Value/Consideration:
Exercise of 219,144 at nil cost
Sale of 80,350 at $33.41

No. of securities held after change:
564,697 (Direct)
1,192 (Indirect)

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 acquisition of 187,702 ordinary shares in BHP Billiton Limited following the exercise of Performance Shares under the 2007 Long Term Incentive Plan and 31,442 ordinary shares in BHP Billiton Limited following the exercise of 2010 Deferred Shares under the Group Incentive Scheme. In addition, an on-market sale of 80,350 ordinary shares on the Australian Securities Exchange, made in order to meet expected tax obligations.

Any additional information:
In addition, Mr Yeager has elected to cease contributions to Shareplus.

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:
—
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:
—

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 :
        
569,603
– maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP

37,779
– maximum number Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS

292
– maximum number of Matched Shares (ordinary shares of BHP Billiton Limited, held as 146 Limited ADRs) under Shareplus
_________
607,674
– Total

Any additional information:
This notification is in respect of an exercise of vested 2007 Performance Shares (187,702) under the BHP Billiton Limited Long Term Incentive Plan and the exercise of vested 2010 Deferred Shares (31,442) under the BHP Billiton Limited Group Incentive Scheme.

Part 4 – Contact details

Name of authorised officers responsible for making this notification on behalf of the entities:        
Nicola Evans
– BHP Billiton Limited
Geof Stapledon
– BHP Billiton Plc

Contact details:
Nicola Evans
Tel: +61 3 9609 4326
Fax: +61 3 9609 4372

Geof Stapledon
Tel: +44 20 7802 4176
Fax: +44 20 7802 3054

BHP Billiton Limited ABN 49 004 028 077
Registered in Australia
Registered Office: 180 Lonsdale Street
Melbourne Victoria 3000 Australia
Tel +61 1300 55 4757 Fax +61 3 9609 3015

BHP Billiton Plc Registration number 3196209
Registered in England and Wales
Registered Office: Neathouse Place
London SW1V 1BH United Kingdom
Tel +44 20 7802 4000 Fax +44 20 7802 4111

Members of the BHP Billiton Group which 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 (ABN 49 004 028 077) BHP Billiton Plc (REG. NO. 3196209)
Date : October 03, 2012	By:	/s/ Jane McAloon
	Name:	Jane McAloon
	Title:	Group Company Secretary