Form F-3 Registration Statement/Appendix 3B

Document date:  Thu 03 Sep 1998
Published:  Thu 03 Sep 1998 00:00:00
Document No:  140554
Document part:  B
Market Flag:  N
Classification:  

HOMEX - Melbourne                                                     

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                              APPENDIX 3B
                        NEW ISSUE ANNOUNCEMENT

Name of Entity
Australia & New Zealand Banking Group Limited

ACN or ARBN
005 357 522

We (the entity) give ASX the following information.


PART 1 - ALL ISSUES


1. Class of securities to be issued    Redeemable non-cumulative
                                       preference shares
 
2. Number of securities to be issued   80,004,000 (subject to final
                                       determination) plus any over
                                       allotment referred to below

3. Issue price of the securities       US$6.25

4. If the securities are convertible,  n/a
   a summary of their main terms                                    

5. The amount to be raised by the      Approximately US$500 million
   issue                               (to be determined) plus any
                                       over allotment referred to
                                       below

6. Is there a right to accept or       11,984,000 preference shares
   retain over-subscriptions           may by purchased by the US
                                       underwriters (at US$6.25 per
   If so, give details                 share) pursuant to an over-
                                       allotment option in connection 
                                       with the issue of trust 
                                       securities referred to in 
                                       paragraph 8 below
 
7. Purpose of the issue                The proceeds will be used for
                                       general banking purposes
                                                                    

8. Will the securities participate                                  
   in dividends (in the case of a                                   
   trust, distributions) or                                          
   interest                                                         
                                                                    
   If so, give the date from which                                  
   they will participate, and the                                   
   extent to which they will                                        
   participate                                                      

Initially, no entitlement to receive dividends. Upon the first to 
occur of certain exchange events in relation to trust securities 
described in the pre-effective Form N2 referred to below, the shares 
become entitled to have non-cumulative dividends paid on them. The 
exchange events are described in the pre-effective Form F-3 
Registration Statement filed by the Company with the Securities and 
Exchange Commission ("SEC") in New York on 2 September 1998. A copy of
that document accompanies this appendix 3B. It is subject to 
completion and amendment. Prior to an exchange event (in very broad 
terms) non-cumulative quarterly distributions (at a rate to be 
determined) will be paid to the holders of the underlying trust 
securities as described in a pre-effective Form N2 Registration 
Statement in relation to the ANZ Exchangeable Preferred Trust to be 
filed by the Trust with the SEC in New York (a copy of which will be 
provided to ASX after it has been filed). That document is also 
subject to completion and amendment.

Once the shares participate in dividends, those dividends will be 
payable quarterly in arrears on 15 October, 15 January, 15 April and 
15 July in each year at a rate to be determined.

9. Dividend policy (in the case of     n/a
   a trust, distribution policy) on                                 
   the increased capital (interests)                                


PART 2 - ISSUE TO A CLASS OF SECURITY HOLDERS

    Items 10 to 37 are Not Applicable


R Jones 
COMPANY SECRETARY
03/09/1998


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