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Files for USD200 m. perpetual preferred issue

Document date:  Tue 10 Nov 1998
Published:  Tue 10 Nov 1998 00:00:00
Document No:  142912
Document part:  B
Market Flag:  Y
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 preference shares
                                       (referred to as 1998 Preference
                                       Shares (Series 2))

2. Number of securities to be issued   32,016,000 (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     Approx. US$200,100,000 million
   issue                              (subject to final determination)
                                      plus any over allotment referred
                                      to below.

6. Is there a right to accept or       4,784,000 Preference Shares
   retain over-subscriptions           (Series 2) may be purchased by
                                       the US underwriters (at US$6.25
   If so, give details                 per share) pursuant to an over-
                                       allotment option in connection
                                       with the issue of trust securi-
                                       ties 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     Initially, no entitlement to
   in dividends (in the case of a      received dividends.
   trust, distributions) or            Upon the first to occur of 
   interest                            certain exchange events in
                                       relation to trust securities
   If so, give the date from which     described in the pre-effective
   they will participate, and the      Form N2 referred to below, the
   extent to which they will           shares become entitled to have
   participate                         non-cumulative dividends paid
                                       on them.  
8. continued..  

The exchange events are described in the pre-effective Form F-3
Registration Statement filed by the Company with the Securities and
<~>ourne time). A copy of that document is to be

delivered to Australian Stock Exchange ("ASX") today. The document
is subject to completion and amendment. 

In very broad terms, prior to an exchange event 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 II. That form was filed by the Trust with
the SEC in New York on 9 November 1998.  A copy of that document will 
also be delivered to ASX today.  It is also subject to completion and 
amendment.

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

The 1998 Preference Shares (Series 2) rank equally with the Preference
Shares issued by the Company on 23 September 1998.


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


J Slatter 
COMPANY SECRETARY
10/11/1998


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